EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated May 22, 2003 (this
"Agreement"), is entered into by and PVI Holding, LLC, a Delaware limited
liability company ("Holding"), Presence in Media, LLC, a Delaware limited
liability company ("PiM", and together with Holding, "Assignors") and PVI
Virtual Media Services, LLC, a Delaware limited liability company ("Assignee").
WITNESSETH:
WHEREAS, the Assignors and Assignee have entered into a limited
liability company agreement, dated the same date hereof ("LLC Agreement"), for
the purpose of forming Assignee;
WHEREAS, pursuant to the LLC Agreement, the Assignors have agreed to
contribute cash, common stock of Princeton Video Image, Inc. ("PVI"), warrants
to purchase shares of PVI's common stock, secured convertible notes plus
interest and other property as specified in Schedule B of the LLC Agreement (the
"Contributed Property") in exchange for the Percentage Interests (as defined in
the LLC Agreement) in the Assignee as specified in Schedule A attached hereto;
NOW THEREFORE, in consideration for such membership interest in the
Company, the Assignors and Assignee agree as follows:
1. Assignment. Each Assignor does hereby contribute, assign, transfer
and convey to the Assignee all of such Assignor's right, title and interest in
and to the Contributed Property, including but not limited to those set forth in
Schedule B attached hereto.
2. Assumption. Assignee hereby accepts the foregoing assignments and
assumes and agrees to be bound by all of the terms and conditions of each
Contributed Property, as if the Assignee had been in the position or a party ab
initio in place of the respective Assignor of such Contributed Property.
Assignee shall succeed to the rights and interests of the relevant Assignors
under the Contributed Property.
3. Representations and Warranties.
(a) Each Assignor represents, warrants and covenants that, other
than the Contributed Property, neither itself nor its Affiliates (as defined in
the LLC Agreement) own or hold, directly or indirectly, any equity or debt
interest in PVI or any of PVI's subsidiaries.
(b) Each Assignor represents, warrants and covenants that the
transactions contemplated herein are not taken with the view of distributing
securities pursuant to a public offering as defined in Section 4(2) of the U.S.
Securities Act of 1933, as amended.
4. Successors and Assigns. The provisions of this Assignment shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
the Assignors and the Assignee, respectively.
5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
6. Cooperation. Assignors and Assignee each agree that at any time and
from time to time, upon the request, Assignors and Assignee each will execute
and deliver any and all such further instruments and documents and take such
further action as the Assignee may reasonably request of either or both
Assignors or either Assignors may reasonably request of the Assignee in order to
obtain the benefits of this Agreement and of the rights and powers herein
granted.
7. Counterparts; Facsimile Signature. This Agreement may be executed in
any number of counterparts, and all of said counterparts when taken together
shall constitute one and the same instrument. This Assignment may be delivered
via facsimile, and a signed Assignment delivered via facsimile shall be deemed
an original for all purposes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Assignors and Assignee have caused their duly
authorized representatives to execute this Agreement as of the date first
written above.
ASSIGNORS:
PVI HOLDING, LLC
By:
----------------------------------
Name:
Title:
PRESENCE IN MEDIA, LLC
By:
----------------------------------
Name:
Title:
ASSIGNEE:
PVI VIRTUAL MEDIA SERVICES, LLC
By:
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Name:
Title:
SCHEDULE A
MEMBERS
NAME AND BUSINESS ADDRESS PERCENTAGE INTEREST
------------------------- -------------------
PVI Holding, LLC 63%
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Presence in Media, LLC 37%
c/o Presencia en Medios, S.A. de X.X.
Xxxxxx #000-000
Xxxxxx XX 00000
Xxxxxx
SCHEDULE B
1. 4,000,000 shares of common stock of Princeton Video Image, Inc. held by
PVI Holding, LLC.
2. 3,881,146 shares of common stock of Princeton Video Image, Inc. held by
Presence in Media, LLC, including the interest in 535,671 shares held
in escrow pursuant to the Reorganization Agreement dated December 28,
2000 among Presencia en Medios, S.A. de C.V. ("Presencia"), Presence in
Media, LLC, Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, PVI and others.
3. Amended and Restated Convertible Promissory Note, dated February 18,
2003, issued by Princeton Video Image, Inc. to PVI Holding, LLC plus
accrued interest thereon from the date of issuance.
4. Convertible Promissory Note, dated February 18, 2003, issued by
Princeton Video Image, Inc. to Presencia and endorsed by Presencia to
the order of Presence in Media, LLC, plus accrued interest thereon from
the date of issuance.
5. Convertible Promissory Note, dated March 20, 2003, issued by Princeton
Video Image, Inc. to Presencia and endorsed by Presencia to the order
of Presence in Media, LLC, plus accrued interest thereon from the date
of issuance.
6. Convertible Promissory Note, dated April 4, 2003, issued by Princeton
Video Image, Inc. to Presencia and endorsed by Presencia to the order
of Presence in Media, LLC, plus accrued interest thereon from the date
of issuance.
7. Note Purchase and Security Agreement, dated as of June 25, 2002,
between Princeton Video Image, Inc. and PVI Holding, LLC.
8. Note Purchase and Security Agreement, dated February 18, 2003, among
Princeton Video Image, Inc., Presencia and PVI Holding, LLC, as amended
and assigned by Presencia to Presence in Media, LLC.
9. Guaranteed Loan Agreement, dated May 23, 2003, between Presencia and
Publicidad Virtual, S.A. de C.V. ("Publicidad"), assigned by Presencia
to Presence in Media, LLC.
10. Intercreditor Agreement, dated as of February 18, 2003, between PVI
Holding, LLC and Presencia.
11. Amended and Restated Warrant Certificate, dated as of June 25, 2002,
issued to PVI Holding, LLC; 12,794,206.537 Warrants. This warrant
expires on June 25, 2006 and has an exercise price of $7.00 per share.
12. Warrant Certificate, dated April 7, 2003, issued to PVI Holding, LLC
for 106,329 shares. This warrant expires on December 16, 2006 and has
an exercise price of $6.53 per share.
13. Warrant Certificate, dated April 7, 2003, issued to PVI Holding, LLC
for 2,658 shares. This warrant expires on April 3, 2006 and has an
exercise price of $9.43 per share.
14. Amended and Restated Warrant Certificates, dated April 7, 2003 and
issued by Princeton Video Image, Inc. to Presencia, each of which has
attached thereto an instrument of assignment thereof by Presencia to
Presence in Media, LLC (a list of these series of warrants is set forth
below).
Exercise
Description of Warrant No. of Shares Expiration Date Price
---------------------- ------------- --------------- -----
Sale PVI Warrant, Warrant Group F 287 1/1/11 $6.22
Sale PVI Warrant, Warrant Group G 930 Seventh anniversary $15.56
of the Commencement
Date as defined in
Warrant 120 dated
8/23/94
Sale PVI Warrant, Warrant Group H-1 7,363 5/9/07 $2.89
Sale PVI Warrant, Warrant Group H-2 9,008 6/14/08 $3.93
Sale PVI Warrant, Warrant Group H-3 7,326 5/27/08 $5.81
Sale PVI Warrant, Warrant Group H-4 166 8/8/08 $7.24
Sale PVI Warrant, Warrant Group H-5 40 7/21/09 $8.04
Sale PVI Warrant, Warrant Group H-6 133 4/3/06 $9.43
Sale PVI Warrant, Warrant Group I-1 3,715 6/14/08 $3.93
Sale PVI Warrant, Warrant Group I-2 3,949 5/27/08 $5.81
Sale PVI Warrant, Warrant Group I-3 110 7/21/09 $8.04
Sale PVI Warrant, Warrant Group J 1,329 9/20/10 $3.04
Sale PVI Warrant, Warrant Group K 1,329 12/20/09 $1.79
Cablevision "Shadow" Warrant 500,000 9/20/08 $7.00
(Issued at Closing, Sept. 20, 2001)
15. Amended and Restated Warrant Certificates, dated April 7, 2003 and
issued by Princeton Video Image, Inc. to Presence in Media, LLC (a list
of these series of warrants is set forth below).
Exercise
Warrant Holder No. of Shares Expiration Date Price
-------------- ------------- --------------- -----
Merger PVI Warrant, Warrant Group A 101,013 12/16/06 $6.53
Merger PVI Warrant, Warrant Group B 135,693 4/15/08 $6.22
Sale PVI Warrant, Warrant Group C 5,050 9/30/09 $3.50
Sale PVI Warrant, Warrant Group D 14,704 3/1/10 $6.22
Sale PVI Warrant, Warrant Group E 50,507 10/22/10 $4.71
Sale PVI Warrant, Warrant Group F 5,447 1/1/11 $6.22
Merger PVI Warrant, Warrant Group G 17,678 Seventh anniversary $15.56
of Commencement
Date as defined in
warrant 120 issued
to Blockbuster
Video on 8/23/94
Merger PVI Warrant, Warrant Group H-1 139,893 5/9/07 $2.89
Merger PVI Warrant, Warrant Group H-2 171,151 6/14/08 $3.93
Merger PVI Warrant, Warrant Group H-3 139,198 5/27/08 $5.81
Merger PVI Warrant, Warrant Group H-4 3,157 8/8/08 $7.24
Merger PVI Warrant, Warrant Group H-5 755 7/21/09 $8.04
Merger PVI Warrant, Warrant Group H-6 2,525 4/30/06 $9.43
Merger PVI Warrant, Warrant Group I-1 70,585 6/14/08 $3.93
Merger PVI Warrant, Warrant Group I-2 75,036 5/27/08 $5.81
Merger PVI Warrant, Warrant Group I-3 2,086 7/21/09 $8.04
Merger PVI Warrant, Warrant Group J 25,253 9/20/10 $3.04
Merger PVI Warrant, Warrant Group K 25,253 12/20/09 $1.79
