ASSIGNMENT AGREEMENT
This Assignment Agreement is made and entered into as of May 24, 2005, by
and between iPoint-Media Ltd., an Israeli corporation ("iPoint-Israel"), iPoint
U.S.A. Corp ("iPoint-USA") and Cornell Capital Partners, LP ("Cornell").
RECITALS
WHEREAS, iPoint-Israel and Cornell entered into an Investment Agreement,
Registration Rights Agreement and Escrow Agreement dated October 12, 2004, an
Amendment to the Registration Rights Agreement dated May 24, 2005 and a Standby
Equity Distribution Agreement, Registration Rights Agreement, Escrow Agreement
and Placement Agent Agreement dated October 12, 2004 (collectively referred to
as the "Transaction Documents");
WHEREAS, the shareholders of iPoint-Israel entered into a Share Exchange
Agreement whereby the shareholders of iPoint-Israel transferred all of the
securities of iPoint-Israel for shares of common stock of iPoint-USA resulting
in iPoint-Israel becoming a wholly-owned subsidiary of iPoint-USA;
WHEREAS, iPoint-USA intends to file a registration statement with the
Securities and Exchange Commission and file an application to be traded on the
Over-The-Counter Bulletin Board; and
NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties and agreements contained herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Assignment. The assignment of the Transaction Documents is made as of the
first date set forth above, by iPoint-Israel, as assignor, to iPoint-USA, as
assignee. Cornell hereby waives any restrictions against such assignment set
forth in the Transaction Documents and consents to such assignment.
2. Required Actions. All actions and proceedings necessary to be taken by or on
the part of each party in connection with the transactions contemplated by this
Agreement have been duly and validly taken, and this Agreement and each other
agreement, document and instrument to be executed and delivered by or on behalf
of each party pursuant to, or as contemplated by, this Agreement has been duly
and validly authorized, executed and delivered by the applicable party and no
other action on the part of each party or its representatives is required in
connection therewith. Each party has full right, authority, power and capacity
to execute and deliver this Agreement and each other document and to carry out
the transactions contemplated hereby and thereby. This Agreement and each other
Transaction Document constitutes, or when executed and delivered will
constitute, the legal, valid and binding obligation of each party, enforceable
in accordance with its respective terms.
3. Assignability; Binding Effect. This Agreement shall not be assignable by any
party except with the written consent of all other parties to this Agreement.
This Agreement shall be binding upon and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.
4. Headings. The subject headings used in this Agreement are included for
purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
5. Governing Law. This Agreement and the transactions contemplated hereby shall
be governed and construed by and enforced in accordance with the laws of the
State of New Jersey, without regard to conflict of laws principles.
6. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which shall constitute the
same instrument.
7. Except as set forth hereinabove, all other terms and provisions of the
Transaction Documents shall remain in full force and effect.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year set above set forth.
IPOINT MEDIA LTD.
By:
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Name: Muki Xxxxxx
Title: CEO
IPOINT U.S.A. CORP.
By:
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Name: Muki Xxxxxx
Title: CEO
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Xxxx Xxxxxx
Title: Portfolio Manager
