ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS
AGREEMENT is made as of
August 20, ,
2009 (the "Effective Date")
by and between:
GLOBAL
CRICKET VENTURE PTE, LTD., a Singapore company having its registered office
at 17 Philip Street #05-01, Grand Building Singapore 048695
("GCV"),
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GLOBAL
CRICKET VENTURES LIMITED (Mauritius), a company incorporated under the laws of
Mauritius ("GCV Mauritius").
WHEREAS Live Current Media Inc. (" Live Current
") was retained by the BCCI-IPL pursuant to a Memorandum of
Understanding dated April 16, 2008 between such parties the
"Original Agreement") to construct and maintain the
official website for the Indian Premier League (the "
Project" );
AND WHEREAS on March 31, 2009, Live Current. HCCI-IPL and
GCV entered into a Novation Agreement (the "Novation
Agreement", attached as Schedule 1 hereto) under which the
parties agreed that Live Current should be released and discharged
from the Original Agreement commencing on the Novation Date, and
that GCV should undertake to perform the Original Agreement (as
amended in the Novation) and to be bound by the terms of the
Original Agreement commencing on the Novation Date in place of Live
Current;
AND WHEREAS the Novation Agreement anticipates the
assignment of the Original Agreement to GCV Mauritius and provides
for such assignment without the prior consent of the
BCCI-IPL;
AND WHEREAS GCV desires to assign the Original Agreement to
GCV Mauritius and GCV Mauritius desires to accept such
assignment;
AND WHEREAS GCV has given prior written notice to BCCI-IPL
of its intent to assign the Original Agreement to GC Mauritius as
required by the Novation Agreement.
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in
consideration of the premises and the terms and conditions herein
contained, the parties hereto agree as follows:
1.
Definitions. Unless
defined herein, capitalized terms have the meaning given to them in
the Novation Agreement.
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2.
Assignment . Pursuant to paragraph 4.12(i) of the Original
Agreement as added by paragraph (4)(1) of the Novation Agreement
GCV hereby exercises its right to, and does, transfer and assign
unto GCV Mauritius all of its right, title and interest in and to
the Original Agreement, as amended by the Novation Agreement, and
GCV Mauritius hereby accepts such assignment, in each case as of
the Effective Date.
