EXHIBIT 10.09
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as of
the 14th day of April, 1999, by and between Entertainment Universe, Inc., a
California corporation (the "Assignor"), and Motorcycle Centers of America,
Inc., a Nevada corporation (the "Assignee").
WHEREAS, in connection with an offering of the Series A 6% Convertible
Preferred Stock of Assignor to certain investors (the "Investors"), the Assignor
entered into those certain Registration Rights Agreements, by and between
Assignor and each Investor (collectively, the "Registration Right Agreements"),
and those certain Irrevocable Instructions to Transfer Agent among Assignor,
each Investor and Corporate Stock Transfer, Inc. (collectively, the "Irrevocable
Instructions"); and
WHEREAS, Assignor and Assignee entered into that certain Agreement and
Plan of Reorganization pursuant to which Assignor exchanged all of its capital
stock for the capital stock of Assignee (the "Exchange");
WHEREAS, in connection with the Exchange, Assignor desires to assign and
transfer all of its rights, title, and interest in and to the Registration
Rights Agreements and the Irrevocable Instructions to Assignee, and Assignee
desires to accept said assignment and transfer upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants and conditions contained
herein, the receipt and sufficiency of which are hereby acknowledged, Assignor
and Assignee hereby agree as follows:
1. Assignment. Assignor hereby assigns and transfers to Assignee any and
all of Assignor's right, title and interest in and to the Registration Rights
Agreements and the Irrevocable Instructions.
2. Acceptance and Assumption. Assignee hereby accepts the foregoing
assignment and transfer, and assumes and agrees to keep, perform and be bound by
all of the terms, covenants, conditions and obligations which are required to be
performed by Assignee under or in connection with the Registration Rights
Agreements and the Irrevocable Instructions.
3. Successors and Assigns. This Assignment shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto, their successors in
interest, administrators, legal representatives and permitted assigns.
4. Governing Law. This Assignment has been negotiated in, and shall be
governed by, and construed and enforced in accordance with, the laws of the
State of California, without regard to its conflicts of law principals.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
as of the date first above written.
ASSIGNOR:
ENTERTAINMENT UNIVERSE, INC., a
California corporation
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
ASSIGNEE:
MOTORCYCLE CENTERS OF AMERICA, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, President
