Exhibit 10.10
OPTION ASSIGNMENT AGREEMENT
This OPTION ASSIGNMENT AGREEMENT (the "agreement") is entered
into on february 12, 2004, between and among single source electronic
transactions, inc. ("SSET"), Single Source Financial Services Corporation
("ssfs"), CardReady International, Inc. ("CardReady") and MBBRAMAR, Inc.
("MBB"). SSET, SSFS, CardReady and MBB are each sometimes referred to herein as
a "Party" or collectively as the "Parties."
A. MBB owns shares of CardReady common stock (the "CardReady Shares")
amounting to over 96% of CardReady's issued and outstanding common stock.
B. CardReady, MBB and SSFS, the owner of 100% of SSET's common stock,
were parties to a Letter of Intent dated November 29, 2001 (the "Original LOI"),
under which SSFS was granted an option to purchase the CardReady Shares under
certain circumstances (the "Option"). Subsequently, CardReady, MBB, and SSFS
renegotiated the terms of the Original LOI, as reflected in a First Restated
Letter of Intent dated April 29, 2002 ("First Restated LOI").
C. On April 29, 2002, SSFS exercised the Option under the terms of the
First Restated LOI; however, that purchase has not yet been consummated.
D. In light of the passage of time since the exercise of the Option,
the Parties now desire to (i) have SSFS cancel its previous exercise of the
Option, (ii) have SSFS assign its rights and obligations under the First
Restated LOI to SSET and (iii) agree that MBB and SSET shall renegotiate terms
of the first restated LOI in such manner as they may determine, in their sole
discretion.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Cancellation of Option Exercise. SSFS, CardReady and MBB hereby agree that
SSFS's previous exercise of the Option is irrevocably cancelled.
2. Assignment of First Restated LOI. SSFS hereby irrevocably assigns to SSET all
of its rights and obligations under the First Restated LOI, and SSET hereby
accepts such assignment. MBB and CardReady hereby give their irrevocable consent
to such assignment.
3. Agreement to Renegotiate. SSET, CardReady and MBB hereby agree to act in good
faith to renegotiate the terms of the Option (as evidenced by the First Restated
LOI) in such manner as they may agree, in their sole discretion. Such
renegotiation shall take into account the financial condition of SSET, as well
as such other factors as SSET and/or MBB deem relevant at the time.
4. Notices. All notices and other communications in connection with this
Agreement shall be in writing and shall be deemed to have been duly given for
all purposes if personally delivered or sent by telecopy, overnight courier or
certified mail (postage prepaid and return receipt requested) to the address of
the recipient then known to the Party sending the notice. Any Party may from
time to time notify the other Parties of the address to which any notice or
other communication shall be made hereunder. A notice or other communication
shall be deemed received (i) upon receipt, if personally delivered, (ii) on the
first business day after dispatch, if sent by overnight courier, (iii) on the
first business day after dispatch, if transmitted by telecopy and (iv) on the
earlier of delivery (as evidenced by the signed return receipt) or three (3)
days after mailing, if sent by certified mail.
5. Entire Agreement; Amendment. This Agreement contains the entire agreement of
the Parties with respect to its subject matter and supersedes all prior
negotiations, agreements and understandings, written or oral, with respect to
such subject matter. The terms of this Agreement shall be waived or amended only
by the written agreement of the Parties. No delay or omission of any Party in
exercising any right or remedy hereunder shall constitute a waiver of such right
or remedy, and no waiver as to any obligation shall operate as a continuing
waiver or as a waiver of any subsequent breach.
6. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, without regard to the
conflicts of laws rules thereof. The Parties agree that the exclusive venue for
resolution of any case or controversy arising out of or in connection with this
Agreement shall be Los Angeles County, California.
7. Benefit. This Agreement shall inure to the benefit of, and shall be binding
upon, the Parties and their respective legal representatives, successors and
permitted assigns; provided, however, that no Party shall assign any of its
rights or duties hereunder without the prior written consent of the other
Parties. This Agreement is not intended to confer upon any person or entity,
other than the Parties, any rights or remedies hereunder.
8. Interpretation. Each Party intends that this Agreement be deemed and
construed to have been jointly prepared by the Parties. As a result, the Parties
agree that any uncertainty or ambiguity existing herein shall not be interpreted
against any of them. The Parties also intend that the rights and remedies
hereunder be cumulative, so that exercise of any one or more of such rights or
remedies shall not preclude the later or concurrent exercise of any other rights
or remedies.
In witness whereof, the parties have duly authorized and executed this agreement
as of the date first written above.
Single Source Electronic CardReady International, Inc.,
Transactions, Inc.,
By its president, by its president,
/s/ Xxxxxx X. Sock /s/ Xxx Xxxxxxx
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XXXXXX X. SOCK, President Xxx Xxxxxxx, President
Single Source Financial Services MBBRAMAR, Inc.,
Corporation,
By its president, by its president,
/s/ Xxxxxx X. Sock /s/ Xxx Xxxxxxxxxx
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XXXXXX X. SOCK, President Xxx Xxxxxxxxxx, President
