ASSIGNMENT
THIS ASSIGNMENT ("Assignment") is made as of the date set forth below, by
and between the undersigned ("Assignor") and CyNet, Inc. ("Assignee"). The
Assignor owns an ownership interest ("Ownership Interest") in a Texas limited
liability company, ("LLC") and desires to exchange the Ownership Interest for
shares of CyNet, Inc. Class A Common Stock ("Shares"), which exchange is based
upon the exchange ratio of 1.2 Shares for each $1.000 in capital originally
contributed to the LLC. The terms of the exchange offer and exchange value are
set forth in the Private Placement Memorandum dated November 10, 1996, and any
defined terms used in this Assignment not otherwise defined herein shall have
the meaning as ascribed in the Memorandum. In connection with the Exchange
Offer, Assignor agrees to execute this Assignment and acknowledges that the
Shares will be forwarded by the Assignee to the Assignor within 10 business days
of the date hereof. In consideration of the mutual covenants contained herein,
and other good and valuable consideration set forth below, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be bound legally, hereby agree as follows:
1. Assignor does hereby irrevocably sell, assign, grant, convey, transfer
and deliver to Assignee all of Assignor's right, title and interest in and to
the Ownership Interest, free and clear of all liens, encumbrances and claims.
2. Assignee does hereby irrevocably accept this Assignment.
3. Assignor hereby represents and warrants to Assignee that (i) the
undersigned has full power and authority and legal right to execute and deliver
this Assignment and to perform and observe the terms hereof, and (ii) this
Assignment constitutes legal, valid and binding obligations enforceable in
accordance with its terms.
4. Assignee represents and warrants to Assignor that (i) it has full power
and authority and legal right to execute and deliver this Agreement and to
perform and observe the terms hereof, (ii) it has taken all necessary legal and
corporate action to authorize the execution and delivery of this Agreement and
the performance and observance of the terms and conditions hereof, and (iii)
this Agreement constitutes legal, valid and binding obligations enforceable in
accordance with its terms.
5. This Assignment and all of its terms and conditions shall be binding
upon and shall inure to the benefit of Assignor and Assignee and their
respective successors and assigns.
6. This Assignment may be executed in any number of counterparts and each
such counterpart shall be for all purposes deemed an original and all such
counterparts together shall constitute but one and the same instrument.
7. The Assignor hereby acknowledges and understands that in connection
with this Assignment, the Assignor hereby relinquishes all rights to the
Ownership Interest in exchange for the Shares and therefor, foregoes and
releases the Company, its shareholders, officers, directors and agents from any
other right or entitlement to receive any additional consideration, value or
return on investment in the occurrence of certain events, including without
limitation, any initial public offering, any a public market for the Assignee
capital stock.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
ASSIGNOR:
____________________________________________
Printed Name:_______________________________
Name of LLC:________________________________
Capital Contributed (if known):_____________
Date:_______________________________________
ASSIGNEE:
CyNet, Inc.
By:_________________________________________
Name:_______________________________________
Title:______________________________________
Date:_______________________________________
