ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AGREEMENT (the “Agreement”), is dated as of
April __, 2009 by and among GLOBAL TELESAT CORP., a
Virginia Corporation with offices at 00 Xxxx Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000
(“Assignor”), and INTERNATIONAL LEGAL CONSULTANTS,
a Dubai corporation with offices at X.X. Xxx 00000, Xxxxx Xxxxxxxx 00-00,
Xxxxx, Xxxxx, XXX (“Assignee”) and SANSWIRE-TAO CORP., a Florida
corporation with offices at 000 XX 0xx Xxxxxx,
Xxxxx 0000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (“Sanswire-TAO”).
WITNESSETH
:
WHEREAS, as of April __, 2009,
Assignor and Sanswire-TAO entered into a certain Credit Facility Agreement (the
“Loan Agreement”)
pursuant to which Assignor agreed to provide Sanswire-TAO with funding to enable
it to complete the development of a 34 meter mid-altitude remotely operated
airship designated as model STS-111 and, in consideration thereof, Sanswire-TAO
agreed to compensate Assignor therefor, all on and subject to the terms and
provisions of the Loan Agreement; and
WHEREAS,
Assignee desires to receive from Assignor an assignment of the Loan Agreement,
and of all rights and entitlements of Assignor thereunder and, in consideration
therefor, to assume all of Assignor’s obligations thereunder, all on and subject
to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in
consideration of the mutual covenants, representations, warranties and
agreements herein contained, the parties hereto agree as follows:
FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby assigns, transfers and sets over to Assignee, all
right, title and interest of Assignor in and to the Loan Agreement.
Assignor warrants and represents that
the Loan Agreement is in full force and effect and is fully
assignable. By virtue of its execution of this Agreement,
Sanswire-TAO hereby consents to such assignment of the Loan Agreement by
Assignor and its assumption by Assignee.
Assignor and Sanswire-TAO warrant
that the Loan Agreement has not been modified or amended subsequent to the date
thereof and is in full force and effect as of the date hereof.
Assignor and Sanswire-TAO further
warrant that they have full right and authority to assign the Loan Agreement and
that the assignment thereof hereunder is free of all liens, claims and
encumbrances.
Assignee hereby assumes and agrees to
perform all of the obligations of Assignor under the Loan Agreement and agrees
to indemnify and hold Assignor harmless from any claim or demand resulting from
non-performance by Assignee thereunder. Sanswire hereby agrees that,
by virtue of the assignment of the Loan Agreement hereunder, Assignor is hereby
fully and unconditionally released from all obligations under the Loan
Agreement.
Each of
the parties hereto hereby represents and warrants to the others that this
Agreement has been duly authorized by each of the parties hereto by all required
action of each of such parties, is legally binding and enforceable on each of
the parties hereto and that each of the signatories to this Agreement have been
duly authorized to execute and deliver this Agreement.
This
Agreement (i) constitutes the sole and entire agreement among the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral or written, among the parties hereto with respect to
the subject matter hereof, (ii) may not be modified or waived except pursuant to
a written instrument signed by the party to be bound thereby, (iii) shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, (iv) shall be governed by and construed in
accordance with the internal laws of the State of New York, (v) shall not be
assignable by any of the parties hereto without the written consent of the
non-assigning parties, (vi) shall, if any term or provision hereof shall be
determined to be unenforceable, remain valid and in full force and effect with
respect to all other provisions of this Agreement not affected by such
unenforceable provision or provisions, (vii) may be executed in one or more
counterparts, each of which, when executed and delivered, shall be deemed an
original, but all of which when taken together, shall constitute one and the
same instrument, and (viii) may be completed by facsimile transmission, which
transmission will be deemed to be an original and considered fully legal and
binding on all of the signatories hereto.
IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the __ day of
April, 2009.
|
Assignor:
|
|
|
GLOBAL
TELESAT CORP.
|
|
|
By:
|
|
|
Xxxxx
X. Xxxxxx, President and
|
|
|
Chief
Executive Officer
|
|
|
Assignee:
|
|
|
INTERNATIONAL
LEGAL CONSULTANTS
|
|
|
By:
|
|
|
Xxxxxxx
X. Xxxxxx
|
|
2
|
SANSWIRE-TAO
CORP.
|
|
|
By:
|
|
|
Xxxxxxxx
X. Xxxxxxxx
|
|
|
Chief
Executive Officer
|
|
3
