ASSIGNMENT
THIS ASSIGNMENT is dated as of May 10, 1999 by and between The Shaar Fund
Ltd. ("Assignor") and Interactive Flight Technologies, Inc. ("Assignee").
WHEREAS, Assignor and Assignee are parties to that certain Securities
Purchase Agreement dated May 6, 1999 (the "Securities Purchase Agreement");
WHEREAS, pursuant to the terms of the Securities Purchase Agreement and
this Assignment, Assignor is assigning to Assignee all of its rights under and
with respect to 1,500 shares (the "Shares") of the Series B Convertible
Preferred Stock of The Network Connection, Inc. ("TNC").
NOW, THEREFORE, for the purchase price set forth in the Securities Purchase
Agrement and for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties hereto agree
as follows:
1. Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee
all of Assignor's right, title and interest in and to the Shares, including
without limitation (a) all of Assignor's rights of first refusal set forth in
Paragraph IV.G. of that certain Securities Purchase Agreement between TNC and
Assignor dated October 23, 1998 (the "Securities Purchase Agreement") and (b)
the stock registration rights with respect to the Shares set forth in that
certain Registration Rights Agreement between TNC and Assignor dated October 23,
1998 (the "Registration Rights Agreement").
2. Assignee hereby agrees, from and after the date hereof, to be bound by all of
the provisions of the Registration Rights Agreement and to observe and comply
with all obligations and restrictions imposed on Assignor thereunder with
respect to the Shares which obligations or restrictions first arise after the
date hereof. Assignee acknowledges and agrees that the restrictive legend
endorsement set forth in Paragraph IV.A. of the Securities Purchase Agreement
will apply to the Shares and any shares of Common Stock issued in conversion
thereof.
3. This Assignment may be signed in any number of counterparts, each of which
shall be an original, but all of which when taken together shall constitute one
and the same instrument.
4. This Assignment shall be construed in accordance with and governed by the
laws of the State of New York applicable to agreements made and to be performed
entirely within such State, without regard to the choice of law principles
thereof.
5. Each of Assignor and Assignee agrees, at any time and from time to time
hereafter, to execute, acknowledge, where appropriate, and deliver such further
instruments and documents,
and to take such other action, as may reasonably be requested by the other, in
order to carry out the intents and purposes, or effectuate the provisions of
this Assignment.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment this
day of May, 1999.
ASSIGNOR
THE SHAAR FUND LTD.
By:
---------------------------------
Name:
Title:
ASSIGNEE
INTERACTIVE FLIGHT TECHNOLOGIES, LTD.
By:
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President
The undersigned understands and consents to the foregoing Assignment and
acknowledges and agrees that from and after the date hereof, Assignee shall have
and enjoy all of the rights assigned to it pursuant to the terms hereof.
THE NETWORK CONNECTION, INC.
By:
------------------------
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
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