ASSIGNMENT
THIS ASSIGNMENT is made and entered into this 7th day of March, 2000, by
and between SUNDOG TECHNOLOGIES, INC., a Delaware corporation (ASundog@), ROCK
EQUITY VENTURES, LLC, a Delaware limited liability company ("Rock Equity@), and
ROCKMOUNTAIN VENTURES FUND, LP, a Delaware limited partnership (ARock@), (Sundog
and Rock, but not Rock Equity, are collectively referred to as "Assignors"), in
favor of QV ACQUISITION CORPORATION, a Delaware corporation (AAssignee@).
RECITALS
A. Assignors are the beneficiaries under the terms of an Investor Rights
Agreement (the "Rights Agreement") entered into as of November 8, 1999, by and
between QUI VIVE, INC., a Delaware corporation ("QV"), Sundog, and Rock Equity,
a copy of which is attached hereto as Exhibit"A". Rock Equity has conveyed its
interest in the Rights Agreement to Rock;
B. Rock Equity is also a party to a Stock and Warrant Purchase Agreement
(the "Purchase Agreement") entered into as of November 8, 1999 by and among QV
and Rock, a copy of which is attached hereto as Exhibit "B". Rock Equity has
conveyed its interest in the Purchase Agreement to Rock;
C. Sundog and QV are parties to an Agreement and Plan of Recapitalization
(the "Exchange Agreement") entered into as of October 27, 1999, a copy of which
is attached hereto as Exhibit "C"; and
D. In connection with the execution and delivery of this Assignment,
Assignors are conveying certain shares of capital stock of QV to Assignee
pursuant to that certain Stock Acquisition Agreement dated February 4, 2000; and
E. Assignee desires to acquire Assignors' rights in and arising under the
Rights Agreement, the Purchase Agreement and the Exchange Agreement
(collectively, the "Investor Documents") with respect to the shares of capital
stock of QV acquired from Assignors.
NOW, THEREFORE, in consideration of the Exchange, as defined in, and
pursuant to, that certain Stock Acquisition Agreement dated February 7, 2000
among Sundog, Rock, Assignee and Xxxxxxxxxx.xxx, Inc., a Delaware corporation,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is mutually agreed by and between the parties to the
Assignment, as follows:
1. Assignors do hereby grant, assign, transfer, bargain, sell, deliver, and
set over unto Assignee, and its successors and assigns forever, all of
Assignors' rights in and arising under the Investor Documents with respect to
the shares of capital stock of QV acquired from Assignors; provided, however,
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that Rock shall continue to have and enjoy all of the rights presently available
to it as an Investor (as defined in the Rights Agreement and the Purchase
Agreement) under the terms of the Purchase Agreement and the Rights Agreement
with respect to all shares of capital stock of QV not conveyed to Assignee.
2. Assignee hereby agrees to be bound in all respects by the terms,
conditions, and restrictions of the Investor Documents from and after the date
hereof and that it will duly keep, observe, and perform all of the obligations
of an Investor (as defined in such Investor Documents) in connection with the
Investor Documents that are to be kept, observed, and performed by an Investor.
As evidence of Assignee's agreement to be bound by the terms of the Investor
Documents, the Assignee agrees to sign counterpart signature pages to each of
the Investor Documents. Assignee further agrees, with respect to the purchase of
the QV capital stock from Assignors to be bound by all applicable terms of the
QV Certificate of Incorporation and Bylaws, as amended.
3. Rock Equity and Rock hereby represent and warrant to Assignee that Rock
Equity has irrevocably assigned and conveyed all of its rights in and arising
under the Rights Agreement and the Purchase Agreement to Rock, which assignment
and conveyance was validly authorized and approved by all necessary action of
Rock Equity.
4. Assignors and Assignee hereby agree to execute such additional documents
as may be necessary to carry out the intent of this Assignment.
5. This Assignment shall be binding upon the parties, their successors, and
assigns.
6. This Assignment shall be binding upon and inure to the benefit of the
parties, their respective successors, and permitted assigns. This Assignment
shall be governed by, and construed in accordance with, the laws of the State of
Delaware. This Assignment may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall be deemed to be one and the
same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Assignment as of
the day and year first written above.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.
SIGNATURE PAGE FOLLOWS.]
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ASSIGNORS: SUNDOG TECHNOLOGIES, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxx
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Xxxx Xxxx, Chief Executive Officer
ROCK EQUITY VENTURES, LLC,
a Delaware limited liability company
By: /s/ Xxxxxx Xxxxxx
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Its: Managing Director
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ROCKMOUNTAIN VENTURES FUND, LP,
a Delaware limited partnership
By: ROCKMOUNTAIN VENTURES, LLC
General Partner
By: /s/ Xxxxxx Xxxxxx
----------------------------------
Its: Managing Director
----------------------------------
ASSIGNEE: QV ACQUISITION CORPORATION,
a Delaware corporation
By: /s/ X.X. Patch
----------------------------------
Xxxxxxx Patch, President
Address: 00000 X.X. 000xx Xxxx
Xxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Patch,
President and CEO
Facsimile: 000-000-0000
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CONSENT
QV hereby agrees (i) that with respect to the shares of capital stock of QV
acquired by Assignee from Assignors, Assignee shall have all of the rights of an
Investor as defined in and pursuant to the terms of the Purchase Agreement and
Rights Agreement and the rights of Sundog as described in and pursuant to the
Exchange Agreement and (ii) delivery of this Assignment to QV shall constitute
fulfillment of Assignors' obligations under Section 2.6 of the Rights Agreement.
QUI VIVE, INC.,
a Delaware corporation
By: /s/ Xxxx Xxxxxxxxx
------------------------------------
Its: Chief Financial Officer, Secretary
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EXHIBIT "A"
[Investor Rights Agreement]
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EXHIBIT "B"
[Stock and Warrant Purchase Agreement]
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EXHIBIT "C"
[Agreement and Plan of Reorganization]
