EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT made as of November 20, 2000, between
Westgate International, L.P., a Cayman Islands exempted company ("ASSIGNOR") and
The Kingston Limited Partnership, a Bermuda limited partnership ("ASSIGNEE").
WHEREAS, Assignor is as of the date hereof, a party to (i) a Common Stock
Investment Agreement dated as of October 6, 2000 between Juno Online Services,
Inc. (the "COMPANY") and the Assignor (the "INVESTMENT AGREEMENT"), and (ii) a
Registration Rights Agreement dated as of October 6, 2000 between the Company
and the Assignor (the "REGISTRATION RIGHTS AGREEMENT");
WHEREAS, pursuant to its rights under Section 10(h) of the Investment
Agreement and Section 8 of the Registration Rights Agreement, Assignor wishes to
assign all of its rights and obligations in and under the Investment Agreement
and the Registration Rights Agreement to Assignee, and Assignee wishes to accept
such assignment and assume all such obligations; and
WHEREAS, Assignor and Assignee are entities that are under common control;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Assignor hereby transfers and assigns all of its rights,
obligations, protections, indemnities and interests in and under the Investment
Agreement and the Registration Rights Agreement to Assignee effective
immediately.
2. Assignee hereby accepts such assignment, irrevocably assumes all
liabilities and obligations in respect thereof, and agrees to be bound by the
provisions of the Investment Agreement and the Registration Rights Agreement.
IN WITNESS WHEREOF, the undersigned have each executed this Assignment and
Assumption Agreement as of the date first above written.
WESTGATE INTERNATIONAL, L.P.
By: Elliot International Capital Advisors
Inc., as Attorney-in-Fact
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
Title: President
THE KINGSTON LIMITED PARTNERSHIP
By: Kingston Associates, Ltd., as General
Partner
By: /s/ Xxxx X. Xxxxxx
------------------------------
Name: Xxxx X. Xxxxxx
Title: President
Acknowledged on this 27th day of November, 2000 by:
JUNO ONLINE SERVICES, INC.
By: /s/ Xxxxxxx Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
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