Assignment of Shares and Assumption of Obligations
Exhibit
10.1
WHEREAS,
on December 6, 2000, PubliCARD, Inc. (“Assignor”) purchased 60,058 shares of
Series A Preferred Stock (the “Series A Preferred Stock”) of TECSEC,
Incorporated ("TECSEC") pursuant to the Series A Preferred Stock Purchase
Agreement between Assignor and TECSEC;
WHEREAS,
in connection with the purchase of the shares of Series A Preferred Stock,
Assignor and TECSEC entered into the Investor Rights Agreement (the “Investor
Rights Agreement”) and Assignor, TECSEC and certain other parties entered into
the Right of First Refusal and Co-Sale Agreement (the “Right of First Refusal
and Co-Sale Agreement”);
WHEREAS,
Sallyport Investment Partnership, a Partnership (the “Assignee”) desires to
acquire the shares of Series A Preferred Stock held by Assignor and the rights
of Assignor under the Series A Preferred Stock Purchase Agreement, Investor
Rights Agreement and Right of First Refusal and Co-Sale Agreement that may
be
assigned by Assignor and to assume Assignor’s obligation thereunder;
and
WHEREAS,
TECSEC has consented to the transactions contemplated hereby.
NOW
THEREFORE, Assignor and Assignee hereby agree as follows:
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1.
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Assignor
hereby assigns and transfers to Assignee its right, title and interest
in
and to the 60,058 shares of Series A Preferred Stock of TECSEC held
by it
(the “Shares”) and Assignee hereby delivers in connection with such
assignment and the other transactions contemplated hereby a check
in the
amount of $150,000 in immediately available funds, payable to
Assignor.
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2.
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Assignee
hereby undertakes to use its best efforts transfer to Assignor or
cause to
be issued to Assignor two and one-half percent (2 1/2 %) of common
stock
(fully diluted) to Assignor for no additional consideration. This
calculation of 2 1/2 % is to be computed as a percentage of TecSec’s
existing common stock (fully diluted) plus common stock that may
be issued
as a result of Assignees financing of TecSec this
year.
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3.
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Assignor
hereby assigns to Assignee all rights under the Series A Preferred
Stock
Purchase Agreement, the Investor Rights Agreement and Right of First
Refusal and Co-Sale Agreement that may be assigned by Assignor
thereunder.
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4.
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Assignee
hereby assumes all of Assignor’s obligations under the Investor Rights
Agreement and Right of First Refusal and Co-Sale
Agreement.
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5.
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Representations
of Assignor:
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| a. |
Assignor
has the requisite corporate power, authority and legal right
to execute
and deliver this Agreement and to consummate the transactions
contemplated
hereby. This Agreement has been duly executed and delivered
by Assignor
and constitutes the legal, valid and binding obligations of
Assignor
enforceable against it in accordance with its terms, except
as such
enforceability may be limited by bankruptcy laws and other
similar laws
affecting creditors’ rights generally and general principles of
equity.
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| b. |
Assignor
is the sole record and beneficial owner of the Shares, free and
clear of
any pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest,
voting trust
agreement, or other adverse claim of any kind or nature whatsoever
(“Liens”), and upon consummation of the transactions contemplated by
this
Agreement, Assignee will acquire good, valid and marketable title
to the
Shares, free and clear of any Liens. There are no voting trusts,
proxies
or other agreements or understandings with respect to the voting
of the
Shares.
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| Dated: October 13, 2006 | ||||
| /s/Xxxxxx X. Xxxxxxxx | /s/Xxxxxx X. Xxxxxxx Xx. | |||
| Chief Executive Officer | Xxxxxx X. Xxxxxxx Xx. | |||
| Principal | ||||
| PubliCARD, Inc. | Sallyport Investment Partnership |
