EXHIBIT 8
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ASSIGNMENT AND ASSUMPTION OF SUBSCRIPTION RIGHTS
AND REGISTRATION RIGHTS
KNOW ALL MEN BY THESE PRESENTS, that Scott J. Branch ("Assignor"), by these
presents does hereby, assign, transfer, and set over, unto his spouse, Barbara
L. Branch ("Assignee"), all his right, title and interest to Three Hundred
Sixty-Seven Thousand Six Hundred and Forty-Seven (367,647) shares of the Class A
preferred stock of Company (collectively, the "Assigned Shares") effective as of
the date of this Assignment of Subscription Rights and Registration Rights
("Assignment"). The Assigned Shares will be issued by Company subject to the
terms and conditions of the Share Subscription Agreement dated October 22, 2002,
as amended by the First Amendment to Share Subscription Agreement dated December
6, 2002 (the "Agreement") between Assignor and Company and the terms of the
Agreement are hereby incorporated by reference into this Assignment with respect
to the Assigned Shares. Any terms used but not defined in this Assignment shall
have the meaning given such terms in the Agreement.
The Assignee hereby assumes all of the obligations of the Assignor under
the Agreement with respect to the Assigned Shares and agrees to perform all of
the obligations of Assignor under the Agreement, all with the same force and
effect as if Assignee had executed the Agreement originally.
Assignor hereby further assigns, transfers and sets over to Assignee all
right, title and interest of Assignor pursuant to the Registration Rights
Agreement (the "Registration Rights Agreement") dated October 22, 2002, as
amended by the First Amendment to Registration Rights Agreement dated December
6, 2002 (the "Registration Rights Agreement") between Assignor and Company
solely with respect to and to the extent of the Assigned Shares.
Without limiting the foregoing in any way, Assignee hereby acknowledges,
warrants and represents to Company as follows:
a. Assignee has received and reviewed the Agreement and the Registration
Rights Agreement and each of the Exhibits and Schedules thereto, and is
familiar with the terms of such documents.
b. Assignee is an "accredited investor" as such term is defined in Appendix
1 to the Agreement.
c. Assignee is acquiring the Assigned Shares for investment for her own
account and without the intention of participating, directly or indirectly,
in a distribution of the Assigned Shares, and not with a view to resale or
any distribution of the Assigned Shares, or any portion thereof.
d. Assignee has knowledge and experience in financial and business matters
and has consulted with her own professional representatives as she has
considered appropriate to assist in evaluating the merits and risks of this
investment. 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 this investment, has, to the best of her knowledge, received
all information and data with respect to the Company that the Assignee has
requested. Assignee has carefully reviewed all of the Company's filings
with the Securities and Exchange Commission. Assignee is acquiring the
Assigned Shares based solely upon her independent examination and judgment
as to the prospects of the Company.
e. The Assigned Shares were not offered to Assignee by means of publicly
disseminated advertisements or sales literature.
f. Assignee is acquiring the Assigned Shares without being furnished any
offering materials or prospectus.
g. Assignee acknowledges that an investment in the Assigned Shares is
speculative and involves a high degree of risk, including a risk of loss of
the entire investment in the Company, and Assignee may have to continue to
bear the economic risk of the investment in the Assigned Shares for an
indefinite period. Assignee acknowledges that the Assigned Shares are being
issued to 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 Securities Act of 1933, as amended (the "Act"). The transferability of
the Assigned Shares is therefor restricted by applicable United States
Federal and state securities laws.
h. Assignee acknowledges that each certificate representing Assigned Shares
shall 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
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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."
Pursuant to the requirements of the Agreement, Company hereby consents to
the assignment of the Assigned Shares from Assignor to Assignee subject to the
terms of this Assignment and the Agreement, and Assignor hereby requests that
Company issue the certificates representing the Assigned Shares to and in the
name of Assignee. Company hereby further acknowledges and consents to the
assignment of the Registration Rights Agreement from Assignor to Assignee solely
with respect to and to the extent of the Assigned Shares.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed by their authorized official, this Assignment effective as of this 6th
day of December, 2002.
WITNESSES: ASSIGNOR:
/s/ Jerome Miceli /s/ Scott J. Branch
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Printed Name: Jerome Miceli Scott J. Branch
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/s/ Edward Cofrancesco
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Printed Name: Edward Cofrancesco
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WITNESSES: ASSIGNEE:
/s/ Gregory Tamirian /s/ Barbara L. Branch
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Printed Name: Gregory Tamirian Barbara L. Branch
Address: 39 Meeker Avenue
Allendale, NJ 07401
/s/ Michele Tamirian
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Printed Name: Michele Tamirian
WITNESSES: COMPANY:
INTERNATIONAL ASSETS
HOLDING CORPORATION
/s/ Jerome Miceli By: /s/ Diego J. Veitia
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Printed Name: Jerome Miceli Name: Diego J. Veitia
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Title: Chairman
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/s/ Stephen Saker
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Printed Name: Stephen Saker
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