Exhibit 99.3
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ASSIGNMENT, XXXX OF SALE AND STOCK ISSUANCE AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged by both parties hereto MathSoft, Inc., a Massachusetts corporation
having its principal offices at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000
("Transferor"), hereby sells, exchanges, transfers, assigns and conveys unto
XxxxXxxxxxxxxxxx.xxx, Inc., a Delaware corporation having its principal offices
at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 ("Transferee"), its
successors and assigns, all of the right, title and interest of Transferor in
and to the assets and liabilities set forth on Schedule A hereto. The net value
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of the assets transferred to Transferee pursuant to this Agreement shall be
deemed a contribution to the capital of Transferee. The parties hereto agree
that the net value of the assets assigned, and a cash payment from Transferor to
Transferee in the amount of $545.46, which amount is equal to the aggregate par
value of the shares to be issued to Transferor, will be the full consideration
for the issuance to Transferor of 545,455 shares of the Transferee's Series A
Convertible Preferred Stock, par value $.001 per share (the "Series A
Convertible Preferred Stock"). Transferee agrees that for purposes of the
liquidation provisions of the Series A Convertible Preferred Stock and for all
other purposes, that Transferor shall be deemed to have paid $1.00 per share for
each of the 545,455 shares of Series A Convertible Preferred stock issued
pursuant to this Agreement. The Series A Convertible Preferred Stock shall be
considered "Series A Convertible Preferred Stock" for all purposes of that
certain Series A Convertible Preferred Stock Purchase Agreement, and shall be
considered "Purchased Shares" for all purposes of that certain Registration
Rights Agreement, each dated the date hereof. The shares of Series A
Convertible Preferred Stock being issued pursuant hereto have been duly
authorized and, when issued and paid for in accordance with the provisions of
this Agreement, will be validly issued, fully paid and nonassessable.
Transferor does hereby covenant and agree that it will, from time to time,
if requested by Transferee or its successors and assigns, do, execute,
acknowledge and deliver, or will cause to be done, executed, acknowledged and
delivered to Transferee or its successors and assigns, such and all further
acts, transfers, assignments, and additional papers and instruments, and cause
to be done all acts or things as often as may be proper or necessary for better
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assuring, conveying, transferring and assigning all of the said assets hereby
conveyed, transferred or assigned, and effectively to carry out the intent
hereof, and to vest in Transferee the entire right, title and interest of
Transferor in and to all of the said assets, and Transferor will warrant and
defend the same to Transferee, its successors and assigns, forever against all
claims or demands whatsoever.
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IN WITNESS WHEREOF, Transferor and Transferee have caused this Assignment,
Xxxx of Sale and Stock Issuance Agreement to be made effective as of this 11th
day of June, 1999.
TRANSFEROR:
MATHSOFT, INC.
/s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Chief Financial
Officer
TRANSFEREE:
XXXXXXXXXXXXXXXX.XXX, INC.
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Title: President
SCHEDULE A
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SCHEDULE OF ASSETS AND LIABILITIES ASSIGNED
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Assets:
All of the right, title and interest of MathSoft in and to the following
specified assets and all goodwill associated therewith:
Confidential business plan and concepts underlying the FreeScholarships
strategy, including the rights to specified URLs, a prototype web site and any
other tangible and intangible assets presently owned by MathSoft, Inc. which are
associated with the FreeScholarships strategy.
Liabilities:
XxxxXxxxxxxxxxxx.xxx, Inc. shall reimburse MathSoft on demand, for $200,000 of
business development expenses associated with FreeScholarships.
