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Assumption Agreement” between Troma Finance, SMP, and TroMetro.69
Pursuant to this agreement, SMP agreed to contribute to Troma
Finance: (i) $3.4 million in cash, (ii) the $2,284,000 TroMetro
note, (iii) the $1.25 million TroMetro note, (iv) 1,070.6 shares
of Troma common stock, and (v) 400 shares of Troma Series B
convertible preferred stock.70 TroMetro agreed to contribute to
Troma Finance: (i) The TroMetro stock option, and (ii) its 75-
percent interest in the Action Entertainment Co. (a New York
general partnership). Troma Finance assumed TroMetro’s
obligations under: (i) A $150,000 note issued by TroMetro to IFG
Film Fund, LLC, (ii) the $1,024,000 TroMetro note, (iii) the
$2,284,000 TroMetro note, and (iv) the $1.25 million TroMetro
note.
XIII. Business Characteristics of SMP, Corona, and SMHC
A. SMP
SMP has never had any employees. Until December 1997, SMP
had no bank account. During the taxable years ended December 31,
1997 and 1998, SMP had no separate office of its own; it used the
same business address as Crown Capital.
69 SMP did not execute this document.
70 In lieu of a cash contribution, Mr. Lerner, as manager of
SMP, executed a $3.4 million promissory note dated Dec. 12, 2001.
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