Exhibit 10.2
ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Agreement”) is entered into as of June 13, 2024, by and among Entravision Digital Holdings, LLC, a Delaware limited liability company (“Holdings”), Jim Dorian Kramp, an individual and in his capacity as the Seller Representative (“J. Kramp”), Pieter-Jan De Kroon, an individual (“P. De Kroon”), Luc Theodoor Franciscus Maria De Kroon, an individual (“L. De Kroon” and together with J. Kramp and P. De Kroon, the “Sellers”), Entravision Communications Corporation, a Delaware corporation (“Entravision” and together with Holdings, the “Entravision Parties”) and IMS Internet Media Services, Inc., a Delaware corporation (“IMS”). The parties to this Agreement are collectively referred to herein as “Parties” and each of them individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such term in the Purchase Agreement (as defined below).
RECITALS
A. Holdings previously acquired all of the issued and outstanding Shares in MediaDonuts Pte. Ltd., a company organized under the laws of the Singapore (the “Company”) from the Sellers pursuant to the terms of that certain Securities Purchase Agreement, dated as of June 4, 2021, by and among the Company, Holdings, Entravision, the Sellers and the Seller Representative (the “Purchase Agreement”).
B. In connection with the closing of the transactions contemplated by the Purchase Agreement, the Parties entered into that certain Earn-Out Agreement, dated July 1, 2021 (the “Earn-Out Agreement”).
C. Holdings has agreed to sell the Shares to IMS pursuant to the terms and conditions of that certain Equity Purchase Agreement, dated on or about even date hereof (the “IMS Purchase Agreement”).
D. In connection with the closing of the transactions contemplated by the IMS Purchase Agreement (the “Transactions”), Holdings has agreed to assign to IMS, and IMS has agreed to assume, all obligations under the Earn-Out Agreement.
E. Simultaneously with the above mentioned assignment, Sellers and IMS have agreed to fully replace all rights and obligations under the Earn-Out Agreement by the new terms and conditions agreed under a contractual arrangement between Sellers and IMS entered into in May 31, 2024, regarding future payments (the “IMS Sellers Agreement”), without any residual liabilities surviving under the Earn-Out Agreement.
F. Sellers are entering into this Agreement to consent to the assignment and assumption of the Earn-Out Agreement, confirm the full replacement of such Earn -Out Agreement by the terms under the IMS Sellers Agreement and to release Entravision from any and all obligations under the Earn-Out Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Each Seller Releasing Party is aware of said code section and agrees to expressly waive any rights such Seller Releasing Party and/or any of its Affiliates may have thereunder, as well as under any other statute or common law principles of similar effect.
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Each Seller Releasing Party is aware of said code section and agrees to expressly waive any rights such Seller Releasing Party and/or any of its Affiliates may have thereunder, as well as under any other statute or common law principles of similar effect.
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[Signature Pages Follow]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.
ENTRAVISION DIGITAL HOLDINGS, LLC
By: /s/ Mark Boelke
Name: Mark Boelke
Title: Chief Financial Officer and Treasurer
ENTRAVISION COMMUNICATIONS CORPORATION
By: /s/ Mark Boelke
Name: Mark Boelke
Title: Chief Financial Officer
/s/ Jim Dorian Kramp
JIM DORIAN KRAMP, an individual and in his capacity as Seller Representative
/s/ Pieter-Jan de Kroon
PIETER-JAN DE KROON, an individual
/s/ Luc Theodoor Franciscus Maria de Kroon
LUC THEODOOR FRANCISCUS MARIA DE KROON, an individual
ims internet media services, inc.
By: /s/ Christian Gaston Taratuta
Name: Christian Gaston Taratuta
Title: Director and Chairman
By: /s/ Ignacio Vidaguren
Name: Ignacio Vidaguren
Title: Director and CEO