ASSIGNMENT AGREEMENT
KNOW
ALL MEN BY THESE PRESENTS,
that on
this ___ day of February, 0000, XXXXXXXX
XXXXX FUNDS, LTD. (the
“Assignor”)
does
hereby agree to the following for and in consideration of the sum of
$1,528,333
and
other good and valuable consideration received from the persons listed on
Exhibit
“A”
and
Exhibit
“B” hereto
(the “Assignee”):
1. Debentures.
Assignor is the legal and beneficial owner of that certain Secured Convertible
Debenture dated as of July 25, 2005 in the original principal amount of $750,000
and that certain Secured Convertible Debenture dated as of Ocotober 18, 2005
in
the original principal amount of $750,000, each given by AEROTELESIS,
INC.,
a
Delaware corporation (the “Company”)
to the
Assignor (both debentures shall collectively be referred to as the “Debentures”).
The
Assignor hereby absolutely, irrevocably and unconditionally sells, assigns,
conveys, contributes and transfers to the Assignee One
Million Five Hundred Twenty Eight Thousand Three Hundred Thirty Three
Dollars ($1,528,333)
of
the
Debentures, representing $750,000 of original principal for each debenture
and
accrued and unpaid interest through the date hereof for each debenture in the
amount of $14,166.67, and all of its rights thereunder, including without
limitation the right to collect from the Company the principal amounts
outstanding thereunder as of the date hereof as set forth opposite Assignee’s
name on Exhibit
“A,”
plus
accrued but unpaid liquidated and interest thereunder. This assignment is made
free and clear of any and all claims, liens, demands, restrictions or
encumbrances of any kind whatsoever. The Assignor shall hereby return the
original Debentures to the Assignee upon the execution of this
Agreement.
2. Warrants. Assignor
is the legal and beneficial owner of that certain warrant dated as of July
25,
2005 to purchase One Hundred Fifty Thousand (150,000) shares of the Company’s
common stock for a period of five (5) years at an exercise price of $3.00 per
share and that certain warrant dated as of July 25, 2005 to purchase Seventy
Five Thousand (75,000) shares of the Company’s common stock for a period of five
(5) years at an exercise price of $4.00 per share, each given by the Company
to
the Assignor (both
warrants shall collectively be referred to as the “Warrants”).
The
Assignor hereby absolutely, irrevocably and unconditionally sells, assigns,
conveys, contributes and transfers to the Assignee the Warrants and all of
its
rights thereunder, including without limitation the right to exercise the shares
of common stock underlying the Warrants from the Company in number of shares
set
forth herein as and set forth in Exhibit
“B.”
This
assignment is made free and clear of any and all claims, liens, demands,
restrictions or encumbrances of any kind whatsoever.
3. Representations
and Warranties.
The
Assignor hereby represents and warrants to and covenants with the Assignee
that
the Assignor has full right and authority to enter into and perform their
obligations under this Assignment.
4. Additional
Documents.
The
Assignor agrees to execute any and all other documents which are, in the opinion
of the Assignee or its counsel, necessary to carry out the terms and conditions
of this Assignment.
5. Effective
Date and Counterpart Signature.
This
Assignment Agreement shall be effective as of the date first written above.
This
Assignment Agreement, and acceptance of same, may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Confirmation of execution
by telex or by telecopy or telefax of a facsimile signature page shall be
binding upon that party so confirming.
IN
WITNESS WHEREOF,
the
Assignor has executed this Assignment Agreement on the day and year first above
written.
[SIGNATURE
PAGE TO IMMEDIATELY FOLLOW]
|
THE
ASSIGNOR:
HIGHGATE
HOUSE FUNDS, LTD.
|
||
| |
|
|
| By: | /s/ | |
|
Name: Xxxx Xxxxxx |
||
| Its: Portfolio Manager | ||
ACCEPTANCE
OF ASSIGNMENT
The
undersigned, being the Assignee set forth above, does hereby acknowledge and
accept the foregoing Assignment on this ___ day of February, 2006.
|
ASSIGNEE:
CORNELL CAPITAL PARTNERS,
LP
By:
Yorkville Advisors, LLC
Its:
General Partner
|
||
| |
|
|
| By: | /s/ | |
|
Name: Xxxx Xxxxxx |
||
| Its: Portfolio Manager | ||
CONSENT
aeroTelesis,
Inc. hereby consents to the assignment of the Debentures and Warrants from
the
Assignor to the Assignee.
| AEROTELESIS, INC. | ||
| |
|
|
| By: | /s/ | |
|
Name: Xxxxxx X. Xxxxxxxxx |
||
| Its: President | ||
EXHIBIT
“A”
|
Assignee
Name:
|
Debentures
|
Original
Principal
Amount
Assigned:
|
Purchase
Price:
|
|
Cornell
Capital Partners, LP.
|
July
25, 2005 (HHF-1)
|
$750,000
|
$764,166.67
|
|
Cornell
Capital Partners, LP.
|
October
18, 2005 (HHF-2)
|
$750,000
|
$764,166.67
|
|
TOTAL
|
$1,500,000
|
$1,528,333
|
EXHIBIT
“B”
|
Assignee
Name:
|
Warrants
|
Number
of shares of Common Stock underlying the Warrant:
|
Exercise
Price:
|
|
Cornell
Capital Partners, LP.
|
July
25, 2005 (HHF-1)
|
150,000
|
$3.00
|
|
Cornell
Capital Partners, LP.
|
July
25, 2005 (HHF-2)
|
75,000
|
$4.00
|
