Execution Copy
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated May 22, 2003 (this
"Agreement"), is entered into by Presencia en Medios, S.A. de C.V., a Mexican
corporation ("Assignor") and Presence in Media, LLC, a Delaware limited
liability company which is a wholly owned subsidiary of Assignor ("Assignee").
WITNESSETH:
WHEREAS, Assignor and Assignee are parties to a limited liability
company agreement, dated the same date hereof ("LLC Agreement"), pertaining to
the formation of PVI Virtual Media Services, LLC ("PVIVMS"); and
WHEREAS, pursuant to the LLC Agreement, Assignor is obligated to
transfer ownership of the Assigned Presencia Property (as defined in the LLC
Agreement) to Assignee, and Assignee has agreed to contribute cash, common stock
of Princeton Video Image, Inc. ("PVI"), warrants to purchase shares of PVI's
common stock secured convertible notes plus interest and other property
(collectively, the "Contributed Property") in exchange for a Percentage Interest
(as defined in the LLC Agreement) in PVIVMS,
NOW THEREFORE, in consideration of the foregoing, the Assignor and
Assignee agree as follows:
1. Assignment. Assignor does hereby contribute, assign, transfer and
convey to the Assignee all of such Assignor's right, title and interest in and
to the Contributed Property, including but not limited to those set forth in
Schedule A attached hereto.
2. Assumption. Assignee hereby accepts the foregoing assignment and
assumes and agrees to be bound by all of the terms and conditions of each
Contributed Property, as if the Assignee had been in the position or a party ab
initio in place of the Assignor. Assignee shall succeed to the rights and
interests of the Assignor under the Contributed Property.
3. Representations and Warranties.
(a) Assignor represents, warrants and covenants that, other than
the Contributed Property, neither itself nor its Affiliates (as defined in the
LLC Agreement) own or hold, directly or indirectly, any equity or debt interest
in PVI or any of PVI's subsidiaries.
(b) Assignor represents, warrants and covenants that the
transactions contemplated herein are not taken with the view of distributing
securities pursuant to a public offering as defined in Section 4(2) of the U.S.
Securities Act of 1933, as amended.
4. Successors and Assigns. The provisions of this Assignment shall be
binding upon, and shall inure to the benefit of, the successors and assigns of
the Assignors and the Assignee, respectively.
5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
6. Cooperation. Assignor and Assignee each agree that at any time and
from time to time, upon the request, Assignor and Assignee each will execute and
deliver any and all such further instruments and documents and take such further
action as the Assignee may reasonably request of Assignor or Assignor may
reasonably request of the Assignee in order to obtain the benefits of this
Agreement and of the rights and powers herein granted.
7. Counterparts; Facsimile Signature. This Agreement may be executed in
any number of counterparts, and all of said counterparts when taken together
shall constitute one and the same instrument. This Assignment may be delivered
via facsimile, and a signed Assignment delivered via facsimile shall be deemed
an original for all purposes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Assignor and Assignee have caused their duly
authorized representatives to execute this Agreement as of the date first
written above.
ASSIGNOR:
PRESENCIA EN MEDIOS, S.A. DE C.V.
By:
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Name:
Title:
ASSIGNEE:
PRESENCE IN MEDIA, LLC
By:
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Name:
Title:
SCHEDULE A
1. 1,336,711 shares of the common stock, $.001 par value, of Princeton
Video Image, Inc., including the interest in 26,784 shares held in
escrow pursuant to the Reorganization Agreement dated December 28, 2000
among Assignor, Assignee, Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx,
PVI and others.
2. Convertible Promissory Note, dated February 18, 2003, issued by
Princeton Video Image, Inc. to Assignor, plus accrued interest thereon
from the date of issuance.
3. Convertible Promissory Note, dated March 20, 2003, issued by Princeton
Video Image, Inc. to Assignor, plus accrued interest thereon from the
date of issuance.
4. Convertible Promissory Note, dated April 4, 2003, issued by Princeton
Video Image, Inc. to Assignor, plus accrued interest thereon from the
date of issuance.
5. Guaranteed Loan Agreement, dated May 23, 2003, between Assignor and
Publicidad Virtual, S.A. de C.V.
6. Intercreditor Agreement, dated as of February 18, 2003, between PVI
Holding, LLC and Assignor.
7. Amended and Restated Warrant Certificates dated on April 7, 2003 and
issued by Princeton Video Image, Inc. to Assignor (a list of these
series of warrants is set forth below).
Exercise
Description of Warrant No. of Shares Expiration Date Price
---------------------- ------------- --------------- -----
Sale PVI Warrant, Warrant Group F 287 1/1/11 $6.22
Sale PVI Warrant, Warrant Group G 930 Seventh anniversary $15.56
of the Commencement
Date as defined in
Warrant 120 dated
8/23/94
Sale PVI Warrant, Warrant Group H-1 7,363 5/9/07 $2.89
Sale PVI Warrant, Warrant Group H-2 9,008 6/14/08 $3.93
Sale PVI Warrant, Warrant Group H-3 7,326 5/27/08 $5.81
Sale PVI Warrant, Warrant Group H-4 166 8/8/08 $7.24
Sale PVI Warrant, Warrant Group H-5 40 7/21/09 $8.04
Sale PVI Warrant, Warrant Group H-6 133 4/3/06 $9.43
Sale PVI Warrant, Warrant Group I-1 3,715 6/14/08 $3.93
Sale PVI Warrant, Warrant Group I-2 3,949 5/27/08 $5.81
Sale PVI Warrant, Warrant Group I-3 110 7/21/09 $8.04
Sale PVI Warrant, Warrant Group J 1,329 9/20/10 $3.04
Sale PVI Warrant, Warrant Group K 1,329 12/20/09 $1.79
Cablevision "Shadow" Warrant 500,000 9/20/08 $7.00
(Issued at Closing, Sept. 20, 2001)
7. Note Purchase and Security Agreement dated as of February 18, 2003
among Princeton Video Image, Inc., Assignor and PVI Holding, LLC, as
amended
