EXHIBIT 7
ASSIGNMENT AND ASSUMPTION OF SUBSCRIPTION RIGHTS
AND REGISTRATION RIGHTS
KNOW ALL MEN BY THESE PRESENTS, that Sean M. O'Connor ("Assignor"), by
these presents does hereby, assign, transfer, and set over, unto The St. James
Trust, a family trust ("Assignee"), all his right, title and interest to Seven
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Hundred and Fifty Thousand (750,000) shares of the Class A preferred stock of
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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.
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c. Assignee is acquiring the Assigned Shares for investment for its 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 its own professional representatives as it 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 its 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 its 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 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."
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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/ Stephen A. Saker /s/ Sean M. O'Connor
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Printed Name: Stephen A. Saker Sean M. O'Connor
/s/ Jerome F. Miceli
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Printed Name: Jerome F. Miceli
WITNESSES: ASSIGNEE:
THE ST. JAMES TRUST
/s/ John Milford By: /s/ SJP Grant
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Printed Name: Name: SJP Grant
As: Director
/s/ Mark Carpenter By: /s/ P. Weir
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Printed Name: Mark Carpenter Name: P. Weir
As: Director
Address:
Standard Bank Trust Company
c/o John Milford
P.O. Box 583
One Waverly Place
St. Helier
Jersey Channel Islands JE4 8XR
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WITNESSES: COMPANY:
INTERNATIONAL ASSETS
HOLDING CORPORATION
/s/ Stephen A. Saker By: /s/ Diego J. Veitia
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Printed Name: Stephen A. Sker Name: Diego J. Veitia
Title: Chairman
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