EXHIBIT 10.1
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ASSIGNMENT
THIS ASSIGNMENT made this 24th day of May 2005 by and between
IVOICE, INC., with an office at 000 Xxxxxxx 00 Xxxxxxx, XX 00000 (the
"Assignor"), CORNELL CAPITAL PARTNERS, LP, with an office at 000 Xxxxxx Xxxxxx
-Xxxxx 0000, Xxxxxx Xxxx, XX 00000 (the "Assignee") and CORPORATE STRATEGIES,
INC., with an office at 0000 Xx. Xxxxx Xxxxx - Xxxxx 000 Xxxxxxx, XX 00000 (the
"Company").
WITNESSETH
WHEREAS, the Assignor and the Company entered into a Securities
Purchase Agreement, Security Agreement, a Registration Rights Agreement,
Irrevocable Transfer Agent Instructions, and Escrow Agreement on June 24, 2004
(collectively referred to as the "Transaction Documents");
WHEREAS, as a result the Assignor is the holder of a convertible
debenture for Five Hundred Thousand Dollars ($500,000) issued on June 24, 2004
by the Company (the "Convertible Debenture").
WHEREAS, Assignor desires to assign such Convertible Debenture to
Assignee as well as and all rights and benefits conferred therein as well all
rights, benefits, obligations, representations, warranties, and covenants
pursuant to the Transaction Documents and the Assignee desires to purchase such
Convertible Debenture and all rights and benefits conferred therein as well as
assume all rights, benefits, and obligations, representations, warranties, and
covenants pursuant to the Transaction Documents for a total purchase price of
Five Hundred Fifty Thousand Dollars ($500,000), plus accrued interest from the
Convertible Debenture from the date of issue through the date hereof (the
"Purchase Price").
NOW, THEREFORE, for and in consideration of the Purchase Price, receipt
of which is hereby acknowledged, and in further consideration of the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. Assignor does hereby assign, transfer and set over to Assignee,
its successors and assigns, all of its rights, benefits conferred, title,
interests, and obligations pursuant to the Transaction Documents;
2. Assignor does hereby absolutely, irrevocably and unconditionally
sell, assign, transfer and set over to Assignee, its successors and assigns, all
of its rights, benefits conferred, title, interests, obligations, the right to
collect from the Company the amounts set forth on the Convertible Debenture,
plus accrued but unpaid penalties and interest under the Convertible Debenture
(pro rata based upon the amounts assigned) as the holder in and to the
Convertible Debenture.
3. The Assignor warrants, represents and covenants that:
(a) the Convertible Debenture attached hereto is a the original
Convertible Debenture issued pursuant to the Securities Purchase
Agreement;
(b) the Assignor is the sole and absolute owner of the
Convertible Debenture, free of all claims, encumbrances and security
interests of every nature;
(c) the Assignor has not heretofore assigned or pledged the
Convertible Debenture or any interest in the Convertible Debenture;
4. The Assignee acknowledges:
(a) the assignment hereby documented;
(b) to assume all rights, benefits conferred, title, interests,
and obligations, representations, warranties, and covenants pursuant to
the Transaction Documents;
(c) to assume all of rights, benefits conferred, title,
interests, as the holder, in and to the Convertible Debenture;
(d) The Purchase Price payable by the Assignee to the Assignor
shall be applied and offset against the outstanding balance of a
promissory note issued by the Assignor and held by the Assignee.
5. The Company acknowledges:
(a) the assignment hereby documented and that the Assignee shall
be entitled to all rights, benefits conferred, title, interests,
obligations, representations, warranties, and covenants pursuant to the
Transaction Documents and the Convertible Debenture.
6. This assignment is binding upon the successors and assigns of the
parties hereto.
7. Notices hereunder shall be given in writing by certified or
registered mail, return receipt requested, addressed to such addresses as the
parties may designate.
IN WITNESS WHEREOF, the parties hereto have executed this instrument
the day and year first above written.
THE ASSIGNOR:
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IVOICE, INC.
By:
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Name: Xxxxx Xxxxxxx
Its: President
ACCEPTANCE OF ASSIGNMENT
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The undersigned, do hereby acknowledge and accept the foregoing
Assignment on this ____ day of May 2005.
ASSIGNEES:
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CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By:
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Name: Xxxx X. Xxxxxx
Its: President & Portfolio Manager
THE COMPANY:
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CORPORATE STRATAGIES, INC.
By:
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By: Xxx Xxxxxxxx
Its: President
