ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement ("Agreement") is entered into as
of October 23, 1997, by and among Greater Philadelphia Venture Capital
Corporation, Inc. ("Assignor") and Xxxxxx X. Xxxxxxx ("Assignee").
WITNESSETH:
1. Assignment. Assignor for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged and confessed, does hereby
CONVEY, ASSIGN, TRANSFER and SET OVER unto Assignee, and Assignee's successors
and assigns, all of Assignor's right, title and interest in and to
(collectively, the "Assigned Interests") (i) that certain Preferred
Stockholders' Agreement, made as of May 14, 1997, by and among the Investors
named therein (the "Investors"), Radio One, Inc., a Delaware corporation (the
"Company"). Radio One Licenses, Inc., a Delaware corporation ("ROL") and Xxxxxx
X. Xxxxxxx, Xxxxxxxxx X. Xxxxxx and Xxxxx X. Xxxxx, III (hereinafter referred to
collectively as the "Management Stockholders") as amended from time to time (the
"Preferred Stockholders' Agreement") and (ii) that certain Warrantholders'
Agreement, dated as of June 6, 1995, among the Company, the Management
Stockholders and the Investors, as amended by that certain First Amendment to
Warrantholders' Agreement, dated as of May 19, 1997 and as otherwise amended
from time to time (the "Warrant Agreement"). The Preferred Stockholders'
Agreement and the Warrant Agreement are hereinafter sometimes collectively
referred to as, the "Assigned Documents". From and after the date hereof,
Assignee shall have all of the rights, liabilities and obligations of a "Series
A Preferred Investor" or an "Investor" (as such terms are defined in the Warrant
Agreement), as applicable, under the Assigned Documents, including the right to
vote or make any election allowed under the Assigned Documents, and Assignor
shall have no further rights thereunder.
2. Representations of Assignor. Assignor hereby represents and warrants to
Assignee as follows:
(a) Assignor is (i) the owner and holder of 2,359.67 shares of 15%
Series A Cumulative Redeemable Preferred Stock of the Company, par value
$.01 per share (the "Preferred Stock") and a warrant (the "Warrant") for
.97 shares of common stock in the Company (the "Securities"), (ii) a party
to the Assigned Documents with all rights thereunder in favor of a Series A
Preferred Investor, Investor or Original Investor, as the case may be, and
(iii) has full legal and equitable title to the Securities and has full
right and authority to transfer the Securities and to assign the Assigned
Interests, to Assignee. Assignor has the right to assign the Assigned
Documents as contemplated hereby and Assignor has in no way heretofore
encumbered Assignor's rights in connection with the Securities or the
Assigned Documents.
(b) No other person has any interest of any kind in the Securities or
in the Assigned Interests, and there is no security interest or other
encumbrance presently
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outstanding against the Securities (other than to NationsBank of Texas,
N.A. with respect to the Warrant).
(c) The Securities constitute the entire interest of Assignor in the
Company.
(d) To the best of Assignor's Knowledge, each of the Assigned
Documents is a valid and binding agreement of the parties thereto
enforceable against them in accordance with their respective terms, and no
breach or default exists with respect to either of them, and no event has
occurred which, after the giving of notice or the passage of time or
otherwise, will result in any such breach or default.
3. Warranty. Assignor hereby agrees that Assignor will warrant and defend
title to the Securities and the Assigned Interests against the claims of all
persons whomsoever claiming or to claim the same or any part thereof.
4. Indemnification. Assignor hereby agrees to indemnify, defend and hold
harmless Assignee and Assignee's heirs, legal representatives, successors and
assigns (collectively, the "Indemnified Parties") and individually, an
("Indemnified Party"), from and against, and to reimburse any Indemnified Party
with respect to, any and all claims, demands, causes of action, losses, damages,
liabilities, costs and expenses (including, without limitation, attorneys' fees
and court costs) asserted against or incurred by any Indemnified Party by reason
or arising out of, Assignor's ownership of the Assigned Interests.
5. Further Assurances. In addition to the obligations required to be
performed hereunder by Assignor, Assignor further covenants and agrees that
Assignor shall do or cause to be done all such further acts and shall execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, any and all such further assignments, transfers, conveyances,
assurances, and other instruments as Assignee may reasonably require (i) for the
better assuring, assigning, transferring and conveying unto Assignee the
Securities and the Assigned Interests; and (ii) to protect the right, title and
interest of Assignee in and to, and Assignee's enjoyment of, the Securities and
the Assigned Interests; all such further acts, deeds, assignments, transfers,
conveyances, assurances and other instruments shall be effective as of and
retroactive to the effective date hereof.
6. Miscellaneous.
(a) Entire Agreement. This Agreement supersedes any prior
understandings or oral agreements among the parties respecting the subject
matter hereof and constitutes the entire understanding and agreement among
the parties with respect to the subject matter hereof. This Agreement may
be amended or modified only by written agreement executed by all parties
hereto.
(b) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
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(c) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, legal representatives successors, partners, transferees and
assigns.
(d) Gender. Whenever the context of this Agreement requires, all words
of any gender herein shall be deemed to include each other gender, and all
singular words shall include the plural and vice versa.
(e) Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all in the
aggregate shall constitute but one agreement.
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IN WITNESS WHEREOF, this Agreement is executed by Assignor and Assignee as
of the date first above written.
ASSIGNOR:
GREATER PHILADELPHIA VENTURE
CAPITAL CORPORATION, INC.
By: ______________________________
Name: ___________________________
Title: __________________________
ASSIGNEE:
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Xxxxxx X. Xxxxxxx
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