EXHIBIT 3
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made as of the 6th day of
December, 2002 by and among International Assets Holding Corporation, a Delaware
corporation (the "Company"), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("Assignor") and Goldcrown Asset
Management Limited, a company organized under the laws of the England
("Assignee").
R E C I T A L S:
A. The Company and the Assignor have entered into that certain Share
Subscription Agreement dated as of October 22, 2002, as amended by
that certain First Amendment to Share Subscription Agreement dated as
of December 6th, 2002 (the "Subscription Agreement"), pursuant to
which the Company has agreed to issue, and the Assignor has agreed to
purchase, certain securities of the Company (the "Securities").
B. The Company and the Assignor have entered into a certain Registration
Rights Agreement dated as of October 22, 2002, as amended by that
certain First Amendment to Registration Rights Agreement dated as of
December 6th, 2002 (the "Registration Rights Agreement").
C. The Assignor has agreed to transfer all of his right, title and
interest in the Subscription Agreement and Registration Rights
Agreement to the Assignee, including his rights to acquire the
Securities.
D. The Assignee has agreed to assume all of the obligations of the
Assignor under the Subscription Agreement and Registration Rights
Agreement.
E. The Company has agreed to consent to the assignment of the Assignor's
right, title and interest in the Subscription Agreement and
Registration Rights Agreement to the Assignee, subject to the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used in this Agreement, unless
otherwise defined in this Agreement, have the meanings ascribed to them in the
Subscription Agreement.
2. Assignment of Subscription Agreement and Registration Rights
Agreement. The Assignor hereby transfers and assigns all of his right, title and
interest in and to the Subscription Agreement and Registration Rights Agreement
and his rights, duties and obligations under the Subscription Agreement and
Registration Rights Agreement, to the Assignee, effective as of the date of this
Agreement.
3. Assumption of Obligations. The Assignee hereby assumes all of the
obligations of the Assignor under the Subscription Agreement and Registration
Rights Agreement, and agrees to
perform all of the agreements, covenants and other obligations of the Assignor
under Subscription Agreement and Registration Rights Agreement, all with the
same force and effect as if the Assignee had executed the Subscription Agreement
and Registration Rights Agreement originally.
4. Consent of the Company. The Company hereby consents to (a) the
assignment by the Assignor of all of his right, title, interest and obligations
in and to the Subscription Agreement and Registration Rights Agreement pursuant
to Section 1 of this Agreement, and (b) the assumption by the Assignee of the
performance of Assignor's obligations under the Subscription Agreement and
Registration Rights Agreement pursuant to Section 2 of this Assignment.
5. Representations by the Assignee. The Assignee hereby acknowledges,
warrants and represents to the Assignor and the Company as follows:
5.1 The Assignee was not formed for the purpose of acquiring the
Securities.
5.2 The Assignee has received and reviewed the Subscription Agreement and
Registration Rights Agreement and each of the Exhibits and Schedules thereto,
and is familiar with the terms of such documents.
5.3 The Assignee is acquiring the Securities for investment for its own
account and without the intention of participating, directly or indirectly, in a
distribution of the Securities, and not with a view to any resale or
distribution of the Securities, or any portion thereof.
5.4 The Assignee has knowledge and experience in financial and business
matters and has consulted with its own professional representatives, as it has
considered appropriate to assist it in evaluating the merits and risks of an
investment in the Securities. The Assignee has had access to and an opportunity
to question the officers of the Company, or persons acting on their behalf, with
respect to material information about the Company and, in connection with the
evaluation of an investment in the Securities, has, to the best of its
knowledge, received all information and data with respect to the Company that
the Assignee has requested. The Assignee has carefully reviewed all of the
Company's filings made with the United States Securities and Exchange
Commission. The Assignee is acquiring the Securities based solely upon its
independent examination and judgment as to the prospects of the Company.
5.5 The Assignee became aware of the opportunity to acquire the Securities
from the Assignor, who is one of the Assignee's directors. The Securities were
not offered to the Assignee by means of publicly disseminated advertisements or
sales literature.
5.6 The Assignee is acquiring the Securities without being furnished any
offering materials or prospectus.
5.7 The Assignee acknowledges that an investment in the Securities is
speculative and involves a high degree of risk, including a risk of loss of the
entire investment in the Company, and the Assignee may have to continue to bear
the economic risk of the investment in the Securities for an indefinite period.
The Assignee acknowledges that the Securities are being sold to the Assignee
without registration under any state or federal law requiring the registration
of securities for sale, and accordingly will constitute "restricted securities"
as defined in Rule 144 promulgated under the
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Securities Act of 1933, as amended (the "Securities Act"). The transferability
of the Securities is therefore restricted by applicable United States federal
and state securities laws.
5.8 The Assignee acknowledges that each certificate representing the
Securities will be subject to a legend substantially in the following form:
"The securities represented hereby have not been
registered under the Securities Act of 1933, as amended or
any state securities laws and neither the securities nor any
interest therein may be offered, sold, transferred, pledged,
or otherwise disposed of except pursuant to an effective
registration statement under such act or such laws or an
exemption from registration under such act and such laws
which, in the opinion of counsel for the holder, which
counsel and opinion are reasonably satisfactory to counsel
for this entity, is available."
5.9 The Assignee has the requisite power and authority to enter into this
Agreement, to carry out the provisions hereof, and to acquire and hold the
Securities to be purchased by the Assignee. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, will not
conflict with any agreement or other instrument to which the Assignee is bound
or any law, rule or regulation applicable to the Assignee. This Agreement has
been duly executed and delivered by the Assignee and, when executed and
delivered by the Company will constitute a valid and binding obligation of the
Assignee, enforceable against the Assignee in accordance with its terms.
6. Restrictions on Sale. The Assignee agrees that the Securities will not
be offered for sale, sold or transferred by the Assignee other than pursuant to
(i) an effective registration under the Securities Act, an exemption available
under the Securities Act or a transaction that is otherwise in compliance with
the Securities Act; and (ii) an effective registration under the securities law
of any state or other jurisdiction applicable to the transaction, an exemption
available under such laws, or a transaction that is otherwise in compliance with
such laws.
7, Indemnification by the Assignor. The Assignor agrees to indemnify and
hold harmless the Company and its officers, directors, employees, agents, and
affiliates against any and all loss, liability, claim, damage, and expense
whatsoever (including, but not limited to, any and all expenses reasonably
incurred in investigating, preparing, or defending against any litigation
commenced or threatened or any claim whatsoever) (collectively, "Losses")
arising out of or based upon: (i) any breach of any of the agreements,
representations and warranties of the Assignor or Assignee set forth in this
Agreement; (ii) any breach of the agreements, representations and warranties of
the Assignor or the Assignee under the Subscription Agreement, including, but
not limited to, the failure of the Assignee to acquire the Securities in
accordance with the terms of the Subscription Agreement; (iii) any violation of
applicable law arising from the assignment of the Assignor's right, title and
interest in the Subscription Agreement and the Registration Rights Agreement to
the Assignee and (iv) any violation of the registration requirements of the
Securities Act or any state securities laws arising from the assignment of the
Assignor's right, title and interest in the Subscription Agreement and
Registration Rights Agreement to the Assignee. For avoidance of doubt, the
parties acknowledge that the Assignor will not be obligated to indemnify the
Company for Losses arising from or based upon any breach of the agreements,
representations and warranties of the Company set forth in the
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Subscription Agreement or the Registration Rights Agreement or the Company's
violation of the anti-fraud requirements of federal or state securities laws.
8. Opinion of Counsel. The Assignee agrees to provide, in form and
substance satisfactory to the Company, the opinion letter of counsel(s) to
Assignee with respect to applicability of exemptions from registration
requirements applicable to the Securities.
9. No Review. The Assignee acknowledges that no U.S. federal or state
agency has passed upon the offering of the Securities or has made any finding or
determination as to the fairness of any investment in the Securities.
10. Representations of the Assignor. The Assignor hereby represents and
warrants to the Assignee that (i) the Subscription Agreement and Registration
Rights Agreement have not been assigned, modified, supplemented or amended in
any way; and (ii) the Subscription Agreement and Registration Rights Agreement
are in full force and effect and the Assignor is not in default of any of his
obligations under the Subscription Agreement and Registration Rights Agreement.
11. Binding Effect. This Agreement will be binding upon and inure to the
benefit of the parties and their respective heirs, executors, administrators,
successors, legal representatives, and permitted assigns.
12. Modification. Neither this Agreement nor any provisions hereof will be
waived, modified, discharged, or terminated except by an instrument in writing
signed by the party against whom any such waiver, modification, discharge, or
termination is sought.
13. Assignability. This Agreement and the rights and obligations hereunder
are not transferable or assignable by any party without the prior written
consent of the other parties.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Florida as applied to residents of that
state executing contracts wholly to be performed in that state.
15. Arbitration. Any dispute or controversy arising under or in connection
with this Agreement will be settled exclusively by binding arbitration in
Orlando, Florida in accordance with the rules of American Arbitration
Association then in effect.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above set forth.
INTERNATIONAL ASSETS HOLDINGS
CORPORATION
By: /s/ Diego ▇. ▇▇▇▇▇▇
Its: Chairman
Name: Diego ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
GOLDCROWN ASSET MANAGEMENT LIMITED
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Its: Secretary
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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