EXHIBIT 11
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT (this "Agreement"), dated as of May 24, 2005,
between OAK FINANCE INVESTMENTS LIMITED, a British Virgin Islands company
("Assignor") and STONEGATE BANK ("Assignee"), as administrative agent and
collateral agent under the Line of Credit Agreement (as such term is hereafter
defined).
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of
January 21, 2005 (the "Stock Purchase Agreement"), Assignor has agreed to
purchase 625,000 shares (the "Initially Purchased Shares") of the common stock
of The A Consulting Team, Inc., a New York coropration (the "Company") on the
Closing Date (as such term is defined in the Stock Purchase Agreement"); and
WHEREAS, pursuant to Section 2.5 of the Stock Purchase Agreement,
Assignor, and any Additional Shares Buyer (as such term is defined in the Share
Purchase Agreement), shall have the right for 120 days from the Closing Date to
purchase up to 625,000 additional shares of the common stock of the Company at
the purchase price of $8.00 per share (the "Additional Shares Purchase Rights");
and
WHEREAS, Assignor is a party to the Line of Credit Agreement, dated as of
even date herewith, by and between Assignor, the lenders party thereto
(collectively, the "Lender"), and Assignee, as administrative agent and
collateral agent for the Lender (the "Line of Credit Agreement"), pursuant to
which Lender has agreed to make available to Assignor a non-revolving line of
credit facility in an aggregate principal amount not to exceed $16,750,000.00
for the purpose of financing Assignor's purchase of the Initially Purchased
Shares; and
WHEREAS, in furtherance of the lending arrangement contemplated under the
Line of Credit Agreement, Assignor has agreed to assign to Assignee, for the
benefit of Lender, its rights under the Additional Shares Purchase Rights
effective as of the close of business on the third Business Day (as such term is
defined in the Share Purchase Agreement) prior to the 120th day following the
Closing Date.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignee hereby assigns to Assignor (the "Assignment") all of its
right, title and interest in and to the Additional Shares Purchase Rights,
whether arising under Section 2.5 of the Stock Purchase Agreement or elsewhere
in the Stock Purchase Agreement, but only to the extent Assignee has not
exercised such Additional Shares Purchase Rights before 5:00 P.M. (New York, New
York time) on the third Business Day prior to the 120th day following the
Closing Date (the "Assignment Date"). Assignor and Assignee agree that the
Assignment shall become, and shall be deemed to have become, effective as of
5:00 P.M. (New York, New York time) on the Assignment Date, without any further
action or notice of either Assignor or Assignee.
2. The parties agree that, for the purposes of this Agreement, the
delivery by Assignor to the Company of a notice to purchase shares of common
stock of the Company under Section 2.5 of the Share Purchase Agreement extant as
of the Assignment Date but which noticed purchase has not closed on or before
5:00 P.M. (New York time) on the Assignment Date shall not be an exercise of
Additional Shares Purchase Rights, and as of 5:00 P.M. on the Assignment Date
such extant notice shall be deemed withdrawn by the Assignor and shall be null
and void and of no force and effect.
3. Assignor agrees to provide written notice to the Company on the
Assignment Date that, effective as of the Assignment Date, Assignee shall be,
and shall be deemed to be, the Additional Shares Buyer (as such term is defined
in the Stock Purchase Agreement) with respect to any unexercised Additional
Shares Purchase Rights arising under Section 2.5 of the Stock Purchase Agreement
or elsewhere in the Stock Purchase Agreement.
4. Nothing in this Agreement shall prohibit Assignor from exercising, in
whole or in part, the Additional Shares Purchase Rights at any time prior to
5:00 P.M. (New York, New York time) on the Assignment Date, so long as no Event
of Default (as such term is defined in the Line of Credit Agreement ) has
occurred and is continuing at the time of any such attempted exercise. Assignor
and the Company agree that, during any period in which an Event of Default has
occurred and is continuing, Assignor shall be prohibited from exercising the
Additional Shares Purchase Rights, but nothing in this paragraph 3 shall affect
the Assignment or Assignee's rights thereunder.
5. All covenants and agreements in this Agreement shall bind and inure to
the benefit of the respective permitted successors and assigns of the parties
hereto, provided, however, that neither Assignor nor the Company may assign its
rights under this Agreement without the prior written consent of Assignee, and
any such attempted assignment in violation of this Agreement shall be void and
of no effect.
6. This Agreement is, and shall be deemed to be, a contract entered into
under and pursuant to the laws of the State of New York (including, without
limitation, Section 5-1401 of the New York General Obligations Law), without
regard to conflicts of laws considerations and shall be in all respects
governed, construed, applied and enforced in accordance with the laws of said
state without regard to conflicts of laws consideration; and this Agreement
shall be construed without regard to any presumption or rule requiring
construction against the party causing such instrument or any portion thereof to
be drafted; and no defense given or allowed by the laws of any other state or
country shall be interposed in any action or proceeding hereon unless such
defense is also given or allowed by the laws of the State of New York. Assignor
and the Company hereby irrevocably consent to the jurisdiction of the courts of
the State of New York, County of New York and of any federal court located in
the Southern District of New York in connection with any action or proceeding
arising out of or relating to this Agreement.
7. This Agreement shall constitute a Loan Document (as such term is
defined in the Line of Credit Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the day and year first set forth above.
ASSIGNOR:
OAK FINANCE INVESTMENTS LIMITED
By: /s/ Xxxxxxx Xxxxxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxxxxx
ASSIGNEE:
STONEGATE BANK, as administrative
agent and collateral agent
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Chief Executive Officer and
President
