ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered
into as of June __, 2000 by and between Xxxxxxxxxx.xxx, Inc., a Pennsylvania
corporation ("Lowestrate"), Xxxxxx X. Xxxx ("Shareholder") and XxXxx.xxx, Inc.,
a Delaware corporation ("FiNet").
W IT X X X X X X X:
WHEREAS, the parties hereto entered into an Asset Purchase Agreement
dated as of August 20, 1999 (the "Asset Purchase Agreement") relating to the
sale to FiNet of certain of the assets of Lowestrate; and
WHEREAS, pursuant to the Asset Purchase Agreement the parties entered
into certain related agreements including a Registration Rights Agreement (the
"Registration Rights Agreement"), an Escrow Agreement (the "Escrow Agreement"),
a Loan and Security Agreement (the "Loan and Security Agreement") and an
Promissory Note (the "Note") ; and
WHEREAS, thereafter on May 24, 2000 the parties entered into a First
Amendment to Loan and Security Agreement pursuant to which the Note and the
related guaranty were amended (the "Amended Promissory Note") (the Asset
Purchase Agreement, the Registration Rights Agreement, the Loan and Security
Agreement and the Amended Note are hereinafter collectively referred as the
"Assigned Agreements"); and
WHEREAS, Lowestrate and Shareholder desire to wind up, dissolve and
liquidate Lowestrate and, in connection therewith, assign to Shareholder certain
of Lowestrate's assets including its rights pursuant to the Assigned Agreements;
and
WHEREAS, Shareholder desires to assume all of the liabilities of
Lowestrate pursuant to the Assigned Agreements; and
WHEREAS, the consent of FiNet is required to accomplish the foregoing,
which consent FiNet desires to give all on the terms and conditions provided
below.
NOW, THEREFORE, in consideration of the mutual promises made herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound, agree
as follows:
1. Lowestrate hereby sells, assigns and transfers to Shareholder all of
its right, title and interest in and to the Assigned Agreements and all
collateral pledged to FiNet pursuant to the Loan and Security Agreement.
2. Shareholder hereby assumes and agrees to perform, fulfill and
observe all of the covenants, agreements, warranties, obligations and
liabilities of Lowestrate under the Assigned Contracts and therein provided.
3. FiNet hereby consents to the foregoing assignment and to the winding
up, dissolution and liquidation of Lowestrate, provided however, (i) the terms
and conditions of the Assigned Contracts shall in no way be deemed to have been
waived or modified, (ii) such consent shall not be deemed consent to any further
assignment by Lowestrate or Shareholder, and (iii) the foregoing assignment or
any agreement entered into with respect thereto, whether with or without FiNet's
consent, shall not relieve Lowestrate or any guarantor from liability under the
Assigned Contracts.
Borrower:
Xxxxxxxxxx.xxx, Inc.
By________________________________________
Its_______________________________________
Shareholder:
__________________________________________
Xxxxxx X. Xxxx
FiNet:
XxXxx.xxx, Inc.
By________________________________________
Its_______________________________________
By________________________________________
Its_______________________________________
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