THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into
as of the 20th day of June, 2000 between Xxxxxxxx Street Productions, LLC
("Assignor") and Overseas Filmgroup, Inc. ("Assignee").
WHEREAS, Assignor and Assignee are parties to a Securities Purchase
Agreement dated May 3, 2000 ("Purchase Agreement"), pursuant to which Assignor
has agreed, among other things, to purchase the Securities from the Assignee
(capitalized terms not otherwise identified herein shall have the meaning
assigned to them in the Purchase Agreement); and
WHEREAS, Assignor desires to assign its rights and obligations under
the Assigned Contracts to Assignee, which desires to assume such
obligations.
IT IS AGREED:
1. Assignment. Assignor hereby assigns to Assignee all of its right,
title and interest in and to and obligations under the Assigned Contracts.
2. Assumption. Assignee hereby assumes such rights and agrees to pay,
satisfy and perform all of the obligations of Assignor pursuant to the
Assigned Contracts.
3. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the law of the State of Delaware.
IN WITNESS WHEREOF, each of the parties hereto has duly executed this
Agreement on the date first above written.
XXXXXXXX STREET PRODUCTIONS, LLC
/s/ Xxxxxxxxxxx Xxxxxx
By:______________________________________
Name: Xxxxxxxxxxx Xxxxxx
Title: President
OVERSEAS FILMGROUP, INC.
/s/ Xxxxxxx Xxxxxxx
By:_______________________________________
Name: Xxxxxxx Xxxxxxx
Title: Chief Operating Officer, Chief
Financial Officer and Secretary
