LIMITED RECOURSE ASSIGNMENT
FOR
GOOD
AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, and for the consideration set forth on Exhibit
“A”
attached
hereto and incorporated herein (the “Purchase
Price”),
YA
Global Investments, L.P., f/k/a Cornell Capital Partners, LP (the “Assignor”),
a
Cayman Island exempt limited partnership with an office located at 000 Xxxxxx
Xxxxxx Xxxxx 0000, Xxxxxx Xxxx, Xxx Xxxxxx 00000, hereby sells, assigns, and
transfers to Titan-Nexus, Inc. (the “Assignee”),
a
wholly owned subsidiary of Titan PCB West, Inc. (“Titan
Electronics”), a
Delaware corporation with its principal place of business located at 0000 Xxx
X
00 Xxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxx 00000, in accordance with the terms
hereof, all right, title, and interest, if any, of the Assignor in and to each
of the documents, instruments and agreements described on Exhibit
“B”,
annexed
hereto and incorporated herein by reference (collectively, the “Assigned
Documents”)
which
relate to the loan arrangements between the Assignor and Nexus Custom
Electronics Corp., f/k/a NECI Acquisition, Inc. (“NCEC”)
and
Nexus Nano Electronics, Inc., f/k/a Sagamore Holdings, Inc. (“Nexus
Nano”,
and
collectively with NCEC, the “Borrowers”),
and
all rights, remedies, powers, and discretions of the Assignor thereunder, as
if
the Assignor had specifically and separately assigned to the Assignee each
of
the Assigned Documents. Except as expressly set forth in Section 5, below,
this
Assignment is made WITHOUT
RECOURSE.
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1.
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Assignor’s
Representations and Warranties.
The Assignor warrants and represents solely
the following, all as determined in accordance with the Assignor’s books
and records:
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a.
|
Exhibit
“C”
attached hereto and incorporated herein sets forth the amounts of
principal and interest which were outstanding under the Assigned
Documents
as of October 31, 2007.
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b.
|
After
review of its files, the Assignor believes that the Assigned Documents
include all of the debt instruments held by the Assignor with respect
to
its loan arrangements with the Borrowers, and all material documents
granting security for such debt instruments, and that after consummation
of the assignment contemplated herein, the Assignor will not hold
any
material debt of, or security interests or liens upon any material
property of, the Borrowers, provided,
however,
that it is acknowledged and understood that the Assigned Documents
specifically do not include certain documents, instruments, and/or
agreements relating to the purchase of, or rights with respect to,
stock
of the Borrowers, including, without limitation, certain securities
purchase agreements, registration rights agreements, warrants, investor
agreements, and the like. In the event that the Assignor locates
additional debt or security documents that should have been included
in
the Assigned Documents, or if the Assignee notifies the Assignor
in
writing of such additional documents that should have been included
in the
Assigned Documents, then the Assignor execute such assignments of
such
documents as the Assignee may reasonably request, and, to the extent
that
the originals of such documents are in the Assignor’s possession, deliver
the originals of the same to the Assignee without further
consideration.
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c.
|
The
Assignor (i) has not previously assigned, sold, or otherwise transferred
the Assigned Documents, (ii) has the right and authority to transfer
the
Assigned Documents to the Assignee, and (iii) is transferring the
Assigned Documents to the Assignee free and clear of any liens or
encumbrances.
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d.
|
The
execution by the Assignor of this Assignment and the performance
by the
Assignor of the Assignor’s obligations hereunder respectively have been
duly authorized by all required action and will not violate any order
of
any court or governmental agency or any agreement by which the Assignor
is
bound.
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e.
|
The
Assignor has no actual knowledge of the filing of any action against
the
Borrowers or the Assignor seeking to invalidate, void, set aside,
subordinate, or otherwise impair all or some portion of the Assigned
Documents, or the debts, claims, liens, or security interests evidenced
by
the Assigned Documents, nor has the Assignor received any written
correspondence threatening such an action. For the purpose of this
provision, the “actual knowledge” of the Assignor shall mean the actual
knowledge of the officers of the Assignor with responsibility for
the
management of the Assignor’s loan arrangements with the
Borrowers.
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2.
|
Exclusion
of Assignor’s Warranties and Representations.
Except as specifically provided in Section 1, above, this Assignment
is
made by the Assignor without any representations or warranties whatsoever,
whether expressed, implied, or imposed by law. Without limiting the
generality of the foregoing exclusion of representations and warranties,
this Assignment is made without any representations or warranties
with
respect to:
|
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a.
|
the
genuineness of any signature other than those made by or on behalf
of the
Assignor.
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b.
|
the
collectability of any amount owed to the Assignor under any of the
Assigned Documents by the Borrowers or any guarantor of the Borrowers’
obligations to the Assignor.
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c.
|
the
financial condition of the Borrowers or of any guarantor of the
obligations of the Borrowers to the
Assignor.
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d.
|
the
legality, validity, sufficiency, or enforceability of any of the
Assigned
Documents.
|
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e.
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the
validity, enforceability, attachment, priority, or perfection of
any
security interest, attachment, relief, encumbrance or mortgage included
in
the Assigned Documents, or the compliance with applicable law of
any
proceedings commenced or followed by the Assignor with respect to
the
Assignor’s loan arrangements with the
Borrowers.
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f.
|
the
existence, or applicability, of any claims or causes of action under
any
state and Federal fraudulent transfer and conveyance laws, insolvency
laws, and judicially developed doctrines relevant, or similar, to
any of
the foregoing laws, such as preference actions, equitable subordination
and the like, whether under bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the rights
and
remedies of creditors, or other applicable law, that may result in
the
avoidance, subordination, setting aside, or invalidation of the Assigned
Documents, or otherwise modify or affect the validity, enforceability,
or
priority, of the Assigned Documents or any of the claims evidenced
thereby
or the liens, pledges, and/or security interests granted thereunder
or in
connection therewith.
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g.
|
the
existence, value, access to, or condition of any collateral granted
(or
purported to be granted) to the Assignor under the Assigned Documents,
including, without limitation, as to any environmental matters (including,
without limitation as to the existence of lead paint, asbestos, UFFI,
radon or any other material, hazardous or otherwise), the existence
of
health, housing, building or other code violations and/or the existence,
identity or number of tenants or other occupants at any real estate
collateral or any leased premises.
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3.
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Assignee’s
Acknowledgment.
The Assignee acknowledges the foregoing exclusion of representations
and
warranties and further acknowledges and agrees that (a) except as
expressly provided in Section 1, above, the Assignor has not made
any
representations or warranties whatsoever, and (b) except as expressly
provided in Section 5, is purchasing the Assigned Documents “as is” and
without any recourse to the
Assignor.
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4.
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Remedies
for Breach of Assignor’s Representations and
Warranties.
The sole remedy of the Assignee for the breach of any of the
representations and warranties set forth in Section 1 above shall
be a
full or partial refund of the Purchase Price, as appropriate, provided that
(a) in such case the Assignor shall have the right to repurchase
the
Assigned Documents in accordance with the provisions of Section 13,
below,
and (b) with respect to a breach of the representations and warranties
set
forth in Section 1(b), above, the Assignor shall be granted the
opportunity to cure any such breach by executing and delivering to
the
Assignee within ten (10) business days of written demand by the Assignee
such further assignments as the Assignee may reasonably request to
ensure
that all material debt instruments, and the security documents granted
in
connection with the same, have been assigned to the
Assignee.
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5.
|
Limited
Recourse Provision. This
Assignment is made WITHOUT
RECOURSE,
except in the following specific circumstances, and then only to
extent
expressly set forth in this Section:
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a.
|
In
the event that on or before eighteen (18) months from the date of
this
Assignment, the Assignee, in good faith and in the exercise of its
reasonable discretion, deems it necessary to settle or pay any unsecured
claims of the Borrowers (but only to the extent that such claims
are held
by parties unrelated to the Assignee, Titan Electronics, or Titan
Global
Holdings, Inc. or any of their respective affiliates) in connection
with
the enforcement of the Assigned Documents, then the Assignee shall
have
the right to require the Assignor to return shares of Preferred Stock
(as
defined on Exhibit
“A”)
to Titan Electronics in a number equal to the lesser of (i) the number
of
shares with a value equal to the actual cash payments made by the
Assignee
to such unsecured claimants, plus reasonable out of pocket costs
and
expenses (including attorneys fees and expenses) incurred by the
Assignee
in connection with settling such claims, and (ii) the number of shares
of
Preferred Stock granted to the Assignor pursuant to Section 2 of
Exhibit
“A”.
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b.
|
In
the event that on or before eighteen (18) months from the date of
this
Assignment, one or more actions are commenced by a party unrelated
to the
Assignee, Titan Electronics, Titan Global Holdings, Inc. or any of
their
respective affiliates which seek(s) to invalidate, void, set aside,
subordinate, or otherwise impair all or some portion of the debts,
claims,
liens or security interests securing such claims, evidenced by the
Assigned Documents, or a bankruptcy proceeding is commenced by or
against
either or both of the Borrowers during such eighteen (18) month period
and
such an action is later commenced in that bankruptcy proceeding,
and such
debts, claims, liens, or security interests, or some portion thereof,
are
thereafter actually invalidated, voided, set aside, subordinated,
or
otherwise impaired, or the Assignee, in good faith and in the exercise
of
its reasonable discretion, settles such action(s), then the Assignee
shall
have the right to require the Assignor to return shares of Preferred
Stock
(as defined on Exhibit
“A”)
to Titan Electronics in a number equal to the lesser of (i) the number
of
shares with a value equal to (without duplication) the amount of
the debt
invalidated or subordinated, or value of the collateral secured by
a lien
or security interest that was invalidated, subordinated, or set aside,
or
the actual cash payments made by the Assignee to settle such claims,
plus
the reasonable out of pocket costs and expenses (including attorneys
fees
and expenses) incurred by the Assignee in defending or settling such
action or actions, and (ii) the number of shares of Preferred Stock
granted to the Assignor pursuant to Section 2 of Exhibit
“A”.
Notwithstanding the foregoing, if the Assignee subsequently receives
a
distribution on any of the debts, claims, liens or security interests
which were invalidated, voided, set aside, subordinated, or otherwise
impaired (such as a distribution in a bankruptcy to the Assignee
as an
unsecured creditor), then the Assignor shall be entitled to the return
of
Preferred Stock in an amount with a value equal to such distribution,
less
any reasonable out of pocket costs and expenses incurred by the Assignee
in connection with obtaining such distribution.
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c.
|
Notwithstanding
the foregoing, the Assignee agrees that to the extent that the Assignee
recovers any funds from Jaco Electronics, Inc. or Nexus Custom
Electronics, Inc. pursuant to (a) any cause of action arising out
of, or
related to, that certain Asset Purchase Agreement dated as of September
20, 2004 entered into by and among Jaco Electronics, Inc., Nexus
Custom
Electronics, Inc., and the Borrowers, or any of the transactions
relating
thereto, including, without limitation, the current civil action
pending
in The United States District Court for the Southern District of
New York
as Case No. 06-CV-6687, or (b) as a result of a claim or claims arising
from the sale of counterfeit inventory by Jaco Electronics, Inc.
to the
Borrowers prior to the date of this Assignment, then the Assignee
will
first apply such funds, net of the reasonable out of pocket costs
and
expenses (including attorneys fees and expenses) incurred by the
Assignee
in obtaining such funds, to any claim the Assignee may have under
Sections
5(a) and 5(b), before exercising its right to require the return
of the
Preferred Stock, and to the extent the Assignee recovers such funds
after
the Assignor has been required to return all or any portion of the
Preferred Stock to the Assignee under Sections 5(a) and/or 5(b),
above,
then the Assignor shall be entitled to the return of Preferred Stock
in an
amount with a value equal to such
recovery.
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d.
|
For
the purposes of this Section and for Section 13, the value of the
Preferred Stock shall be calculated as the greater of (x) the liquidation
value of the Preferred Stock as of the date of the closing on this
Assignment, or (y) the conversion value of the Preferred Stock into
common
stock of Titan Electronics determined as of the date the Assignee
makes
demand for the return of the Preferred Stock.
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e.
|
In
the event that the Assignor is required to return shares of Preferred
Stock to the Assignee under Sections 5(a) or 5(b) above, and the
Assignor
no longer holds sufficient shares of Preferred Stock to satisfy such
requirement, then the Assignor shall return all of the shares of
Preferred
Stock still in its possession, and then pay to the Assignee a cash
amount
equal to the lesser of (a) the value of the number of shares of Preferred
Stock that would have otherwise been returned pursuant to the formula
set
forth in Section 5(d) above or (b) the total proceeds actually received
for such shares of Preferred Stock (or, to the extent, converted
to common
stock and then sold by Assignor, the total proceeds actually received
for
such underlying shares of common stock as a result of such conversion)
that would otherwise have been returned pursuant to Section 5(d)
above if
such shares had not been sold, net of the reasonable costs and expenses
(including capital gains taxes, if any) incurred by the Assignor
in
selling such shares. In the event that the Assignor sold shares for
different prices, then the price per share shall be calculated as
the
average of such prices. The Assignee acknowledges and agrees that
the
decision to sell such shares, and the price received for such shares,
is
wholly within the discretion of the Assignor, and that when selling
shares, the Assignor shall have no duty to obtain the highest or
best
price for such shares.
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f.
|
Under
no circumstances whatsoever shall the Assignor ever be required to
return
the TGH Shares (as defined in Exhibit
“A”),
or to defend the Assignee in any action of the nature described in
this
Section 5, or otherwise in connection with the Assigned Documents
or the
transactions related thereto.
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6.
|
No
Endorsement.
This Assignment is made without any of the representations or warranties
described in Article 3 and Article 9 of the Uniform Commercial Code
as
enacted and in force in the State of New Jersey, and does not constitute
an endorsement by the Assignor of any promissory notes or other
instruments listed on Exhibit
“B”.
Any attempt to affix this Assignment to such promissory notes or
other
instruments shall be without force or effect to alter the nature
of this
Assignment.
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7.
|
Representations
by Assignee.
The Assignee represents the
following:
|
|
a.
|
The
Assignee has determined to purchase this Assignment and the Assigned
Documents following the Assignee’s own independent review and inspection
of whatever matters the Assignee deemed necessary or appropriate
and not
in reliance upon any information provided by the
Assignor.
|
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b.
|
The
Assignee has made its own independent investigation and evaluation
as to
the facts and circumstances relating to this Assignment.
|
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c.
|
The
Assignee has entered into this transaction after consultation with
independent counsel of the Assignee’s own selection and, with the sole
exception of the representations and warranties specifically made
in
Section 1, above, is not relying upon any representation or warranty
of
the Assignor in consummating this
transaction.
|
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d.
|
The
execution by the Assignee of this Assignment and the performance
by the
Assignee of the Assignee’s obligations hereunder respectively have been
duly authorized by all required action and will not violate any order
of
any court or governmental agency or any agreement by which the Assignee
is
bound.
|
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e.
|
The
Assignee is aware that (i) as a result of the convertible feature
of
certain of the Assigned Documents, that such Assigned Documents may
be
considered securities under applicable Federal and/or state securities
laws, (ii) the Assigned Documents, and any securities into which
any of
the Assigned Documents may be converted, have not been registered
with the
Securities and Exchange Commission or the securities commission of
any
state and (iii) if such securities laws are applicable, the Assigned
Documents, or any securities into which any of the Assigned Documents
may
be converted, may not be offered or sold except pursuant to an effective
registration statement under the Securities Act of 1933, as amended
(the
“Securities Act”), or pursuant to an available exemption from, or in a
transaction no subject to, the registration requirements of the Securities
Act, and in accordance with applicable state securities laws.
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f.
|
The
Assignee is an “accredited Investor”, as defined in the Securities Act,
and the Assignee has purchased the Assigned Documents for its own
account,
and not with a view to resale. The Assignee is able to bear the economic
risk of the purchase of the Assigned Documents and it is able to
hold the
Assigned Documents for an indefinite period of
time.
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g.
|
The
Assignee has done a full, complete, and exhaustive evaluation and
investigation into the status of the Borrowers and into the status
of any
collateral which purportedly secures the Borrowers’ obligations under the
Assigned Documents, including, without limitation, the Borrowers’
financial status, the environmental condition of the collateral
purportedly granted under any of the Assigned Documents, and the
applicability of state and Federal fraudulent transfer and conveyance
laws, insolvency laws, and judicially developed doctrines relevant,
or
similar, to any of the foregoing laws, such as preference actions,
equitable subordination and the
like.
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h.
|
The
Assignee acknowledges and agrees that the Purchase Price is to be
paid in
full to the Assignor, without adjustment whatsoever for the amount
of
outstanding taxes (or any other form of taxes or charges or liens
whatsoever) affecting the collateral purportedly granted to the Assignor
under the Assigned Documents, and the Assignee further acknowledges
that
the Assignee has investigated and evaluated the status of any and
all
outstanding taxes and understands that the Assignor is not responsible
or
liable in any way to the Assignee for the payment or adjustment
thereof.
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i.
|
The
Assignee has not relied, in entering into this Assignment, upon any
oral
or written information from the Assignor or any of the Assignor’s
employees, attorneys, affiliates, parent, agents or representatives,
other
than the express representations of the Assignor contained in Section
1 of
this Assignment. The Assignee further acknowledges that no employee
or
representative of the Assignor has been authorized to make, and that
the
Assignee has not relied upon, any statements or representations other
than
those specifically contained in Section 1 of this
Assignment.
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8.
|
Scope
of Assignment.
The Assignee hereby expressly acknowledges and agrees that this Assignment
is effective only as to the Assigned Documents, and the obligations
evidenced thereby, specifically referenced on Exhibit
“B”.
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9.
|
Conditions
Precedent.
The sale of the Assigned Documents contemplated herein shall not
be
effective unless and until the following conditions precedent are
satisfied:
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a.
|
Each
of the parties hereto shall have executed this Assignment where indicated
below.
|
|
b.
|
The
shares representing the Purchase Price shall have been transferred
to the
Assignor.
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c.
|
The
Assignor shall have purchased Two Million Five Hundred Thousand
(2,500,000) shares of common stock of Titan Global Holdings, Inc.
(the
“TGH Purchased Shares”) in exchange for Five Million Dollars
($5,000,000.00).
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d.
|
The
Borrowers shall have executed and delivered an Acknowledgement and
Consent
with respect to the Assignment contemplated
herein.
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10.
|
Delivery
of Assigned Documents.
Upon the satisfaction of each of the conditions precedent set forth
in
Section 9, the Assignor shall deliver the following to the
Assignee:
|
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a.
|
An
original of this Assignment executed by the Assignor;
|
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b.
|
All
of the original Assigned Documents in the Assignor’s possession;
|
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c.
|
An
assignment, in recordable form, of the Mortgage identified on Exhibit
“B”;
|
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d.
|
Authorization
to file UCC-3 Assignments for the UCC Financing Statements identified
on
Exhibit
“B”
and
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e.
|
An
allonge for each promissory note or other instrument listed on
Exhibit
“B”.
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11.
|
WAIVER
OF TRIAL BY JURY.
THE
ASSIGNEE AND THE ASSIGNOR XXXXXX MAKE THE FOLLOWING WAIVER KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY, AND UNDERSTAND THAT THE OTHER, IN
ENTERING
INTO THIS ASSIGNMENT, IS RELYING THEREON. THE ASSIGNEE AND THE ASSIGNOR,
IF AND TO THE EXTENT OTHERWISE ENTITLED THERETO, HEREBY IRREVOCABLY
WAIVE
ANY PRESENT OR FUTURE RIGHT TO A JURY IN ANY TRIAL OF ANY CASE OR
CONTROVERSY IN WHICH THE OTHER PARTY IS OR BECOMES A PARTY (WHETHER
SUCH
CASE OR CONTROVERSY IS INITIATED BY OR AGAINST THE ASSIGNOR OR THE
ASSIGNEE OR IN WHICH THE ASSIGNOR OR THE ASSIGNEE IS JOINED AS A
PARTY
LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF, OR IS IN RESPECT
OF,
THIS ASSIGNMENT, THE ASSIGNED DOCUMENTS, OR ANY RELATIONSHIP BETWEEN
THE
ASSIGNEE, WHETHER ALONE OR WITH OTHERS, AND THE ASSIGNOR RELATIVE
TO THE
ASSIGNED DOCUMENTS, THIS ASSIGNMENT, OR
OTHERWISE.
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12.
|
Indemnification.
The Assignee hereby agrees to indemnify, defend, and hold the Assignor
and
any employee, officer, director, affiliate, parent, attorney, agent
or
predecessor-in-interest of the Assignor (each, an “Indemnified
Person”)
harmless of and from any claim brought or threatened against any
Indemnified Person by the Borrowers, any guarantor or endorser of
the
Borrowers’ obligations, or any other person (as well as from attorneys’
fees and expenses in connection therewith) on account, relating to,
or
arising out of the Assignee’s actions or omissions from and after the
transfer of the Assigned Documents to the Assignee, each of which
may be
defended, compromised, settled, or pursued by the Indemnified Person
with
counsel of the Assignor’s selection, but at the sole cost and expense of
the Assignee. The Assignee, by executing this Assignment where indicated
below, acknowledges and agrees that its liability and obligations
under
this Section shall continue in full force and effect for a period
of
eighteen (18) months from the date of this
Assignment.
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13.
|
Assignor’s
Right to Repurchase Assigned Documents.
|
|
a.
|
The
Assignor shall have the absolute and irrevocable right to purchase
the
Assigned Documents from the Assignee at any time after the date hereof
if
the Assignee asserts a claim against the Assignor for a breach of
the
representations and warranties set forth in Section
1.
|
|
b.
|
In
the event that the Assignor determines, in its sole and exclusive
discretion, to exercise its right of repurchase any of the Assigned
Documents under the terms set forth herein,
then:
|
|
i.
|
the
Assignor shall provide the Assignee with not less than three (3)
business
day’s written notice of its election, and shall purchase the Assigned
Documents from the Assignee for the “Repurchase Price”. As used herein,
the term “Repurchase
Price”
shall mean: (a) the return of the shares delivered to the Assignor
as part
of the Purchase Price, minus
(b) shares of a value equal to any collections received with respect
to
the Assigned Documents after the execution and delivery of this Assignment
and of the Assigned Documents, regardless of how received and applied
to
the obligations under the Assigned Documents, minus
(c) shares of a value equal to the amount of any debt forgiveness
or
compromise granted by the Assignee to the Borrowers or any guarantor,
plus
(d) shares of a value equal to any reasonable out of pocket costs
and
expenses (including attorneys fees and expenses) incurred by the
Assignee
in connection with the Assigned Documents or the enforcement thereof;
and
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ii.
|
the
Assignee shall deliver to the Assignor concurrently with the Assignor’s
payment of the Repurchase Price, the following with respect to the
Assigned Documents: (a) all original promissory notes and/or other
debt
instruments, properly re-endorsed to the Assignor, (b) all other
original
Assigned Documents delivered to the Assignee, and (c) any and all
other
reassignment instruments reasonably requested by the
Assignor.
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|
14.
|
Miscellaneous.
|
|
a.
|
This
Assignment constitutes the entire agreement between the Assignor
and the
Assignee, shall be construed in accordance with the internal law
of the
State of New Jersey without regard to any conflicts of laws rules
or
principles, and is intended to take effect as a sealed
instrument.
|
|
b.
|
Each of the parties agrees that any legal action, proceeding, case, or controversy with respect to this Assignment or any Assigned Documents may only be brought in the Superior Court of Xxxxxx County, New Jersey or in the United States District Court, District of New Jersey, sitting in Newark, New Jersey. By execution and delivery of this Assignment, each of the parties, for itself and in respect of its property, accepts, submits, and consents generally and unconditionally, to the jurisdiction of the aforesaid courts and WAIVES any objection based on forum non conveniens and any objection to venue of any action or proceeding instituted under this Assignment or any of the Assigned Documents. |
[remainder
of this page intentionally left blank]
Executed
as an instrument under seal as of the 2nd
day of
November, 2007.
|
YA
GLOBAL INVESTMENTS, L.P.
|
||
| |
|
|
| By: | Yorkville Advisors, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Xxxx Xxxxxx | |
|
Name: Xxxx
Xxxxxx
|
||
|
Its: Portfolio
Manager
|
||
Xxxxxxxxxxxx,
agreed, and accepted on
the
terms and conditions set forth herein:
TITAN
NEXUS, INC.
By:
/s/
XXXXX X. XXXXXX
Name:
Xxxxx X. Xxxxxx
Its:
President
Xxxxxxxxxxxx,
agreed, and accepted solely for the
purposes
of its obligations set forth on Exhibit A hereto:
By:
/s/
XXXXX X. XXXXXX
Name:
Xxxxx X. Xxxxxx
Its:
President & CEO
EXHIBIT
“A”
TO
A CERTAIN ASSIGNMENT
DATED
AS OF NOVEMBER 1, 2007 BY AND BETWEEN
YA
GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.
The
Purchase Price for the Assigned Documents shall be as follows:
1. Two
Million (2,000,000) shares of common stock, par value $0.001 per share, of
Titan
Global Holdings, Inc. (“TGH”) valued at $2.00 per share (the “TGH Shares”).
2. Convertible
Preferred Stock (the “Preferred Stock”) of Titan PCB West, Inc. (“Titan
Electronics”) with a liquidation value on the date of the closing of not less
than Seven Million Two Hundred and Forty-Five Thousand One Hundred and Seventy
Eight Dollars ($7,245,178) and a conversion rate into common stock of Titan
Electronics as agreed by the parties and set forth in the Certificate of
Amendment of Titan Electronics of even date herewith designating the rights
of
such Preferred Stock. The Preferred Stock shall include customary preferred
stock terms, including, without limitation, piggyback and demand registration
rights, voting rights (including rights to vote as a separate class with respect
to certain major decisions of Titan Electronics), redemption rights, and
anti-dilution protections. In addition, the Preferred Stock terms shall include
a covenant by Titan Electronics providing that, within eighteen (18) months
of
the closing hereunder, it shall: (a) consolidate the assets of Nexus Nano
Electronics, Inc. and the business operations of Titan PCB East, Inc. into
Titan
Electronics, and (b) consummate a public distribution of the shares of common
stock of Titan Electronics (which may be limited to a distribution of Titan
Electronics stock to the shareholders of TGH); provided, however, in the event
that if either (a) or (b) shall not occur within such time period, YA Global
Investments, L.P. shall have a put right to sell the Preferred Stock back to
the
Assignee, Titan Electronics, or TGH for no less than the liquidation value
of
$7,245,178. In addition, Titan Electronics shall have the right to re-purchase
the shares of Preferred Stock at the price of $70.00 per share upon at least
thirty (30) days prior written notice to the Assignor.
EXHIBIT
“B”
TO
A CERTAIN ASSIGNMENT
DATED
AS OF NOVEMBER 1, 2007 BY AND BETWEEN
YA
GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.
|
1.
|
Term
Note dated September 20, 2004 made by NCEC payable to Comerica Bank
in the
original principal amount of $1,200,000.00, and assigned by Comerica
Bank
to the Assignor pursuant to a certain Term Note Allonge dated August
8,
2007.
|
|
2.
|
Revolving
Credit Note dated September 20, 2004 made by NCEC payable to Comerica
Bank
in the original principal amount of $5,000,000.00, and assigned by
Comerica Bank to the Assignor pursuant to a certain Revolving Credit
Note
Allonge dated August 8, 2007.
|
|
3.
|
Credit
Agreement dated as of September 20, 2004 by and between NCEC and
Comerica
Bank, and assigned by Comerica Bank to the Assignor pursuant to a
certain
Assignment of Credit Agreement dated August 8,
2007.
|
|
4.
|
Security
Agreement dated as of September 20, 2004, granted by NCEC in favor
of
Comerica Bank, and assigned by Comerica Bank to the Assignor pursuant
to a
certain Assignment of Security Agreement dated August 8, 2007, and
amended
and restated by a certain Xxxxxxx and Restated Security Agreement
dated
August 8, 2007.
|
|
5.
|
Continuing
Collateral Mortgage dated as of September 20, 2004, granted by NCEC
in
favor of Comerica Bank upon a certain property located in Xxxxxxx,
Vermont, and assigned by Comerica Bank to the Assignor pursuant to
a
certain Assignment of Mortgage dated August 8, 2007, and amended
and
restated by a certain Xxxxxxx and Restated Continuing Collateral
Mortgage
dated August 8, 2007.
|
|
6.
|
Guaranty
dated as of July 30, 2007 made by NCEC in favor of the
Assignor.
|
|
7.
|
Amended
and Restated Secured Convertible Debenture (No. CCP-1) dated March
10,
2006 in the original face amount of $743,284.72, issued by Nexus
Nano to
the Assignor.
|
|
8.
|
Secured
Convertible Debenture (No. CCP-2) dated June 1, 2006 in the original
face
amount of $850,000.00 issued by Nexus Nano to the
Assignor.
|
|
9.
|
Secured
Convertible Note (No. NXNO 4-1) dated July 30, 2007 in the original
principal amount of $660,000.00, made by Nexus Nano payable to the
Assignor.
|
|
10.
|
Secured
Convertible Note (No. NXNO 4-2) dated July 30, 2007 in the original
principal amount of $6,723,087.00, made by Nexus Nano payable to
the
Assignor.
|
|
11.
|
Security
Agreement dated as of November 10, 2005, granted by Nexus Nano to
CSI
Business Finance, Inc., and assigned to the Assignor by Assignment
dated
March 10, 2006, as amended by that certain Amended Security Agreement
dated as of June 1, 2006 entered into by and between Nexus Nano and
the
Assignor.
|
|
12.
|
Parent
Security Agreement dated as of July 30, 2007, granted by Nexus Nano
to the
Assignor.
|
|
13.
|
The
following UCC Financing Statements: (i) UCC Financing Statement naming
NECE as debtor, in favor of Comerica Bank as secured party, and filed
with
the Secretary of State of Florida on September 22, 2004 as document
number
200407923665, and assigned to the Assignor; (ii) UCC Financing Statement
naming Nexus Nano as debtor, in favor of the Assignor as secured
party,
and filed with the Secretary of State of Nevada on March 21, 2007
as
document number 2007008715-9; and (iii) UCC Financing Statement naming
Nexus Nano as debtor, in favor of the Assignor as secured party,
and filed
with the Secretary of State of Nevada on August 1, 2007 as document
number
2007024948-2.
|
EXHIBIT
“C”
TO
A CERTAIN ASSIGNMENT
DATED
AS OF NOVEMBER 1, 2007 BY AND BETWEEN
YA
GLOBAL INVESTMENTS, L.P. AND TITAN-NEXUS, INC.
Principal
and interest outstanding under the Assigned Documents as of October 31,
2007:
|
Total
Debentures (principal):
|
$
|
8,907,620.02
|
||
|
Total
Debentures (interest):
|
$
|
556,515.49
|
||
|
Term
note (principal):
|
$
|
520,000.00
|
||
|
Term
note (interest):
|
$
|
16,369.89
|
||
|
Revolving
note (principal)
|
$
|
1,207,342.00
|
||
|
Revolving
note (interest)
|
$
|
37,330.98
|
||
|
Total
|
$
|
11,245,178.38
|
||
