EXHIBIT 2.2
ASSIGNMENT AND ASSUMPTION OF CONTRACT
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT, is entered into as
of November 30, 1999, by and between FUNNOODLE, INC. ("Assignor"), a Delaware
corporation; SUN MASTER INVESTMENT LIMITED ("Assignee"), a company incorporated
under the laws of the Hong Kong Special Administrative Region of the Peoples'
Republic of China; TOYMAX INTERNATIONAL, INC. ("Toymax"), a Delaware
corporation; KIDPOWER, INC., a Tennessee corporation ("Kidpower"); and XXXXX X.
X'XXXXXX ("X'Xxxxxx").
W I T N E S S E T H:
WHEREAS, Assignor entered into a certain Asset Purchase
Agreement (the "Purchase Agreement" and terms used herein as defined terms which
are not otherwise defined herein having the same meaning set forth in the
Purchase Agreement) dated October 25, 1999, among Assignor, a wholly owned
subsidiary of Toymax, Toymax, Kidpower, and X'Xxxxxx, majority shareholder of
Kidpower, wherein Assignor agreed to purchase the Funnoodle Product Line from
Kidpower; and
WHEREAS, Assignor desires to assign all its rights, title and
interests in, to and under the Purchase Agreement to Assignee, a wholly owned
subsidiary of Toymax, and Assignee wishes to accept such assignment and to
assume all of the obligations and liabilities of Assignor under the Purchase
Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt, adequacy and sufficiency of which is hereby acknowledged by both
Assignor and Assignee, the parties hereto hereby agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's
right, title and interest in and to the Purchase Agreement. Assignee hereby
accepts the assignment by Assignor of all of the Assignor's right, title and
interest in, to and under the Purchase Agreement and Assignee hereby assumes and
agrees to pay, perform or otherwise discharge when due all of the obligations
and liabilities of Assignor under the Purchase Agreement heretofore or hereafter
arising. As between Assignor and Assignee, Assignor shall have no further
obligations or liabilities of any kind whatsoever under or in respect to the
Purchase Agreement.
2. The foregoing assignment and assumption shall be effective
as of the date hereof.
3. None of the obligations or liabilities of Toymax pursuant
to the Purchase Agreement are diminished, altered or modified as a result of
this Agreement.
4. Toymax, Kidpower and X'Xxxxxx hereby consent to this
assignment and assumption agreement.
5. In connection with the Purchase Agreement and the
Transaction Documents (as such term is defined in the Purchase Agreement),
Assignee irrevocably and voluntarily submits to personal jurisdiction in the
State of New York and in the Federal and state courts in such state located in
the Eastern District of New York and the appellate courts therefrom in any
action or proceeding arising out of or relating to this Agreement, the Purchase
Agreement or the Transaction Documents, and agrees that all claims in respect of
such action or proceeding may be heard and determined in any such court.
Assignee hereby appoints Xxxxxxx Xxxxx, Esq., with an address at 000 Xxxx
Xxxxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, as its agent for service of process.
The parties hereto agree that any action or proceeding instituted by any of them
against any other party with respect to this Agreement will be instituted
exclusively in the state courts located in, and in the United States District
Court for, the Eastern District of New York. Assignee irrevocably and
unconditionally waives and agrees not to plead, to the fullest extent permitted
by law, any objection that it may now or hereafter have to the laying of venue
or the convenience of the forum of any action or proceeding with respect to this
Agreement, the Purchase Agreement, or the Transaction Documents in any such
courts.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
FUNNOODLE, INC. SUN MASTER INVESTMENT LIMITED
By: By:
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Name: Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx
Title: President Title: Agent
TOYMAX INTERNATIONAL, INC.
By:
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Name: Xxxxx Xxxxxxxxxx
Title: President
KIDPOWER, INC.
By:
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Name: Xxxxx X. X'Xxxxxx
Title: President
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XXXXX X. X'XXXXXX
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