Assignment and Assumption Agreement between Rosemary Street Productions, LLC and Overseas Filmgroup, Inc.

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Summary

Rosemary Street Productions, LLC and Overseas Filmgroup, Inc. have entered into an agreement where Rosemary Street Productions assigns all its rights and obligations under certain contracts to Overseas Filmgroup. Overseas Filmgroup agrees to take on these rights and responsibilities. The agreement is governed by Delaware law and is related to a previous Securities Purchase Agreement between the parties. This document formalizes the transfer of contractual duties and benefits from one company to the other.

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EX-10.36 6 0006.txt ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as of the 20th day of June, 2000 between Rosemary 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. ROSEMARY STREET PRODUCTIONS, LLC /s/ Christopher Cooney By:______________________________________ Name: Christopher Cooney Title: President OVERSEAS FILMGROUP, INC. /s/ William Lischak By:_______________________________________ Name: William Lischak Title: Chief Operating Officer, Chief Financial Officer and Secretary