ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this
“ Agreement ”) is made and entered into as of
this 27th day of January, 2009, by and among 333 East 60
th Street Inc., a New York corporation having its
principal office at 333 East 60 th Street, New York, New York 10022 (“
333 ”), Entertainment Management Services, Inc.,
having its principal office at 533-535 West 27
th Street, New York, New York 10001
(“EMS”)(collectively EMS and 333, the
“Seller”), and Scores Holding Company, Inc.,
having its principal office at 533-535 West 27
th Street, New York, New York 10001
(“SCRH” or “Buyer”). Capitalized terms used
in this Agreement but not defined herein shall have the meanings
ascribed to them in the Transfer Agreement by and among the
aforementioned parties dated December 9, 2009 (as defined
below).
WITNESSETH:
WHEREAS, Seller, have entered into that certain
Agreement, dated as of December 9, 2008 (the “Transfer
Agreement ”), pursuant to which, among other things,
Seller has agreed to assign and Buyer has agreed to accept such
assignment and assume all of Seller’s right, title and
interest in and to that certain Amended and Restated Master License
Agreement (the “MLA”) by and between EMS and SCRH;
and
WHEREAS, Seller has agreed to assign and Buyer
has agreed to accept such assignment and assume all of
Seller’s right, title and interest in and to all sublicense
agreements entered into by EMS pursuant to the MLA.
WHEREAS, Seller and Buyer desire to evidence the
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