ASSIGNMENT AGREEMENT
CONFIDENTIAL
PROPOSED FINAL
THIS ASSIGNMENT
AGREEMENT ("Agreement") is entered into as of the day of October, 2006
by and between NewsProNet Interactive, LLC ("NPN"), a limited liability
company
organized and existing under the laws of the State of Delaware and NPN
Asset
Acquisitions, Inc. ("NPNAA"), a corporation organized and existing under
the
laws of the State of Florida.
WHEREAS,
NPN became indebted to National Broadcasting Corporation, a Delaware corporation
and/or its affiliate, NBC-NPN Holding, Inc, ("NBC") in the aggregate principal
sum of approximately Two-Million Three Hundred Sixty-Five Thousand Dollars
($2,365,000) ("Debt"), which indebtedness is secured by that certain Security
Agreement and related documents entered into by NPN and NBC dated September
18,
2000 and thereafter (the "Security Instruments"); and
WHEREAS,
the Security Instruments granted a first-priority security interest in
all of
the assets of NPN, which assets include those listed on Schedule A attached
hereto and incorporated herein; and
WHEREAS,
NBC has validly assigned all of its interest in the Debt and the Security
Instruments to NPNAA; and
WHEREAS,
NPN is in default of the Debt and all applicable cure periods have expired,
and
WHEREAS,
the Security Instruments grant the creditor (formerly NBC, now NPNAA) extensive
powers in the event of default, including a power of attorney coupled with
an
interest, and also including the power to take possession of the debtor's
assets
to satisfy the Debt; and
WHEREAS,
NPNAA has agreed, in lieu of immediate foreclosure upon all of the Debt,
to
accept certain specific assets and apply the fair market value of these
assets
against the existing balance of the Debt, and NPN has agreed to sell, transfer
and assign these assets to NPNAA in accordance with the terms set forth
below;
NOW,
THEREFORE, for and in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt of which
each
party hereby acknowledges, the parties hereby agree as follows:
1.
SALE,
ASSIGNMENT
AND TRANSFER OF RIGHTS
1.1
Assignment. Subject to
the terms
hereof, NPN hereby sells, transfers, and assigns all of its right, title
and
interest in and to the assets set forth on Schedule A attached hereto
(collectively, the "Assets") to NPNAA. NPN shall reasonably cooperate with
NPNAA
in the execution and delivery of any other necessary documentation reasonably
requested to evidence the sale, transfer, and assignment noted above.
CONFIDENTIAL
PROPOSED FINAL
1.2
Consideration. In consideration
for the
assignment of the Assets, NPNAA hereby agrees that the outstanding balance
of
the Debt has been reduced to Eight Hundred Sixty-Five Thousand Dollars
($
865,000), plus all interest, costs, and other fees that have accrued on
the Debt
or under the Security Instruments from the date of their inception through
the
date of this Agreement.
2.
WARRANTIES
2.1 NPN Organization and
Authorization. NPN represents and warrants to NPNAA that: (a) it is duly
organized, validly existing and in good standing under the laws of Delaware;
and
(b) it had all requisite power and authority to enter into the Debt and
the
Security Instruments, and each of the related ancillary agreements to which
it
is a party and to consummate the transactions contemplated hereby and thereby,
including but not limited to this Agreement.
2.2 Validity and Enforceability. The
Debt and Security Instruments are valid, binding and fully enforceable
in
accordance with their terms. The Debt and Security Instruments are in default,
and all applicable cure periods have expired.
2.3 No Contravention. To the best of
its knowledge, the execution and delivery of this Agreement does not, and
the
consummation of the transactions contemplated hereby and thereby will not
violate any agreement, contract, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to the Debt or the Security
Instruments.
2.4 Title; Absence of Litigation or
Liens. There is no action, suit or proceeding of any nature pending, or
to
NPN's knowledge threatened, by or against NPN with respect to or involving
the
Debt or the Security Instruments. NPN knows of no basis for the assertion
of any
liens, claims, or encumbrances against NPN other than the first-position
security interest associated with the Debt and the Security Instruments,
which
first-position is senior in priority to any other lien, claim, or encumbrance
as
against NPN or any of the Assets. The Debt is not subject to any proceeding
or
outstanding decree, order, judgment, agreement or stipulation that may
affect
its validity or enforceability.
2.5 Complete Copies of Materials. If
it has not done so on the date of this Agreement, NPN will deliver true
and
complete copies of each existing document that has been requested by NPNAA
or
its counsel in connection with this Agreement or the transactions contemplated
hereby.
2.6
Validity of Customer
Contracts. The
NPN customer contracts listed in the schedule of Assets: (a) have not expired
and are in full force and effect; and (b) will provide, in the aggregate,
at
least $ 73,000 in recurring monthly cash-basis revenue for the period commencing
on the date of this Agreement and continuing for one (1) year thereafter.
No
customer has indicated any intent to cancel, adversely alter, or forego
renewal
of their contract, nor does NPN have knowledge of any valid reason for
any
customer to terminate their contract.
2.7 Representations Complete. To the
knowledge of NPN, none of the representations or warranties made by NPN
contain
any untrue statement of a material fact, or omit to state any material
fact
necessary in order to make the statements contained herein or therein,
in light
of the circumstances under which made, not misleading.
CONFIDENTIAL
PROPOSED FINAL
2.8
NPNAA Organization and Authorization. NPNAA
represents and warrants to NPN that: (a) it is duly organized, validly existing
and in good standing under the laws of Florida; and (b) it has all requisite
power and authority to enter into this Agreement and each of the related
ancillary agreements to which it is a party and to consummate the transactions
contemplated hereby and thereby.
3.
GENERAL
3.1 Entire Agreement.
This Agreement
constitutes the entire agreement of the parties with respect to
the assignment of the Debt and to the extent that this agreement is inconsistent
with any prior agreement(s) between the parties, the terms of this agreement
are
to control.
3.2 Amendment. This
Agreement shall not be amended or otherwise modified except by a written
agreement dated subsequent to the date of this Agreement and signed by both
NPN
and NPNAA.
3.3 Governing Law. This
Agreement shall be governed by and construed in accordance with the laws
of the
State of Florida.
3.4 No Waiver. No waiver
of any breach of any provision of this Agreement shall constitute a waiver
of
any prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and signed
by an
authorized representative of the waiving party. Nothing in this Agreement
shall be construed to limit NPNAA’s first-position security interest against NPN
that remains against the balance of the Debt and under the Security Instruments
(including all interest, costs, and fees) that has not been explicitly waived
pursuant to Paragraph 1.2. NPNAA expressly reserves all of its rights to
collect all amounts still owed to it pursuant to the Debt and under the Security
Instruments.
3.5 Savings Clause. If
any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining provisions
shall remain in full force and effect.
3.6 Further Assurances.
Each party agrees
to take such further action and execute, deliver and/or file
such documents or instruments as are necessary to carry out the terms and
purposes of this Agreement.
3.7 Section Headings. The
section headings used in this Agreement are intended for convenience only
and
shall not be deemed to supersede or modify any provisions.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
NEWSPRONET INTERACTIVE,
LLC.
NPN ASSET ACQUISITIONS,
INC.
By: /s/ Xxxx X.
Xxxxxx
By: /s/ Xxxxxxx X.
Xxxxx
Name: Xxxx X.
Xxxxxx
Name: Xxxxxxx X.
Xxxxx
Title: VP and GM
Title:
President
