EXHIBIT 10.9
ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Assignment"), dated this 3rd day of
June, 1998, is made between Xxxxxx X. Xxxxx (the "Assignor"), and Technology
Horizons Corp,, a Delaware corporation (the "Assignee").
NOW, THEREFORE, in consideration of the premises, the agreements set
forth below and for other good and valuable consideration, the receipt and
sufficiency of which arc hereby acknowledged, the Assignor and the Assignee
hereby agree as follows:
1. The Assignor hereby assigns to the Assignee , its successors and
assigns, to have and to hold forever, all of the Assignor's right, title and
interest in and to Assignor's 6.25%-membership interest in CDKnet, LLC, which
6.25% represents all of Assignor's interest in and to CDKnet, LLC, along with
all rights and benefits appurtenant thereto (the "Assignment").
2. In consideration of the Assignment, Assignee hereby agrees to
promptly issue to Assignor 363,636 shares of common stock of Assignee, $.0001
par value per share (the "Shares"),
3. From and after the date hereof, upon request of Assignee, Assignor
shall do, execute, acknowledge and deliver all such further acts, assurances,
deeds, assignments, transfers, conveyances, powers of attorney and other
instruments and papers as may be reasonably required to sell, assign, transfer,
convey and deliver to and vest in Assignee all the rights and interests hereby
assigned and transferred to Assignee or intended so to be assigned arid
transferred.
4. Nothing in this Assignment, express or implied, is intended or shall
be construed to confer upon, or give to, any person or entity other than the
parties hereto and their respective successors and assigns, any remedy or claim
under or by reason of this Assignment or any terms, covenants or conditions
hereof, and all the terms, covenants and conditions, promises and agreements in
this Assignment shall be for the sole arid exclusive benefit of the parties
hereto and their respective successors and assigns.
5. Certain of the Shares to be delivered in accordance with this
Agreement are to be registered with the Securities and Exchange Commission
pursuant to the Registration Rights Agreement entered into simultaneous
herewith. Except for such Shares when registered, the Shares shall be imprinted
with a legend restricting the transfer of the Shares unless the same is
registered with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, or in the opinion of counsel, registration is not
necessary. Assignor represents and warrants that he is receiving the Shares for
investment purposes and not with a view to, or in connection with, any
distribution thereof in violation of any securities laws.
6. This Agreement and the Registration Rights Agreement sets forth the
entire agreement and understanding of the parties hereto in respect of the
subject matter contained
herein, and supersedes all prior agreements, promises, letters of intent,
covenants, arrangements, communications, representations or warranties, whether
oral or written, by any party hereto.
IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment to be executed under seal as of the date first above written.
______________________________
Xxxxxx X. Xxxxx
TECHNOLOGY HORIZONS CORP.
By: __________________________
Name: ________________________
Title: _______________________
AGREED AND CONSENTED TO:
XXXXX MUSIC & ENTERTAINMENT CORP.
By: ________________________________
Xxxxxxx Xxxxx, Vice President
____________________________________
Xxxxx Xxxx
CDKNET, LLC
By: ________________________________
CREATIVE TECHNOLOGY, LLC
By its Managing Member
Creative Music Products Corp.
By: ________________________________
