Exhibit 10.11 - Assignment, Assumption and Consent Agreement
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ("Agreement") is made and
entered into this 11 day of September, 1998 by and between GLOBAL MED
TECHNOLOGIES, INC., a Colorado corporation ("Global"), XXXXXXX X. XXXXX, M.D.,
an individual ("Ruxin"), FRONTEER CAPITAL, INC., a Delaware corporation
("Capital"), and FRONTEER DEVELOPMENT FINANCE, INC., a Delaware corporation
("Development").
WHEREAS, Global and Capital entered into that certain Loan Agreement dated
August 12, 1998 ("Loan Agreement") whereby Capital agreed, subject to certain
terms, provisions and conditions, among other things, to make available to
Global a loan in the maximum principal balance of $1,650,000.00 pursuant to one
or more Promissory Notes ("Notes") from Global to Capital;
WHEREAS, the obligations of Global to Capital under the Loan Agreement and Notes
are guaranteed by Ruxin pursuant to that certain Personal Guaranty dated August
12, 1998 ("Guaranty");
WHEREAS, Capital desires to assign and Development desires to assume all of the
rights, duties and obligations under the Loan Agreement, Notes and Guaranty;
WHEREAS, Global and Ruxin desire to consent to the assignment of Capital's
rights, duties and obligations to Development under the Loan Agreement, Notes
and Guaranty; and
WHEREAS, capitalized terms not defined in this Assignment, Assumption and
Guaranty Agreement which are defined in the Loan Agreement shall have the
meanings set forth in the Loan Agreement.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Assignment. For value received, Capital hereby assigns, transfers and
conveys to Development all of Capital's rights, duties and obligations under the
Loan Agreement, Notes and Guaranty.
2. Assumption. Development hereby agrees to assume and be bound by and
perform all covenants, conditions, obligations and duties of Capital under the
Loan Agreement, including, but not limited to, funding the loan evidenced by the
Loan Agreement and Notes.
3. Consent. Global and Ruxin hereby consent to the assignment of Capital's
rights, duties and obligations under the Loan Agreement, Notes and Guaranty to
Development, agree to look solely to Development for all covenants, conditions,
obligations and duties of Capital under said agreements and instruments and
shall treat Development as the Lender under the Loan Agreement, the Holder under
the Notes, and the Beneficiary under the Guaranty for all purposes as if
Developer was an original party to such agreements and instruments in such
capacities.
4. Release. The parties hereto agree that Capital hereby forever waives all
of its rights under the Loan Agreement, Notes and Guaranty and is therefore
forever released from any further duty or obligation under the Loan Agreement.
The parties hereto further agree that Development, as Lender under the Loan
Agreement, as modified, shall be subject to all of the duties and obligations as
Lender under the Loan Agreement, as modified, and therefore shall enjoy all of
the rights of Lender under the Loan Agreement, Notes and Guaranty, as modified.
5. Warrant. The parties hereto agree that the warrant granted to Capital,
effective April 20, 1998, shall remain the property of Capital.
6. Confirmation of Terms of Loan Agreement. In all other respects, the Loan
Agreement and Guaranty, described above, shall remain unaffected, unchanged and
unimpaired by reason of this Agreement. All Notes assigned by Global under the
Loan Agreement shall be modified to comply with the terms of this Agreement.
Executed as of the day and year first above written.
FRONTEER CAPITAL, INC.,
a Delaware corporation
By: /s/ Xxx X. Xxxx
------------------------------------
Its: Chairman and Managing Director
FRONTEER DEVELOPMENT FINANCE, INC.,
a Delaware corporation
By: /s/ Xxxx X. Xxxx
------------------------------------
Its: Treasurer
GLOBAL MED TECHNOLOGIES, INC.,
a Colorado corporation
By: /s/ Xx. Xxxxxxx X. Xxxxx
------------------------------------
Its: Chief Executive Officer
Xx. Xxxxxxx X. Xxxxx
----------------------------------------
Xxxxxxx X. Xxxxx, M.D., individually
