ASSIGNMENT AGREEMENT
CONFIDENTIAL
CONFIDENTIAL
FINAL
THIS
ASSIGNMENT AGREEMENT ("Agreement") is entered into as of the 15th day
of September, 2006 by and among NBC-NPN Holding, Inc. ("NBC"), a corporation
organized and existing under the laws of the State of Delaware, NON
Asset
Acquisitions, Inc., ("AS"), a corporation organized and existing under
the laws
of the State of Florida, and NewsProNet Interactive, LLC ("NPN"), a
limited
liability company organized and existing under the laws of the State
of
Delaware.
WHEREAS,
NBC loaned NPN the aggregate principal sum of approximately $2.365
million,
("NBC Debt") which debt is evidenced by the agreements listed on Schedule
A
attached hereto and which debt is secured by a first-priority security
interest
against the assets of NPN as set forth in that certain Security Agreement
by and
between NBC and NPN dated on or about September 15, 2000 ("NBC Security");
and
WHEREAS,
NBC desires to sell, transfer and assign to AS, and AS desires to acquire
from
NBC, all of the NBC Debt and the NBC Security on the terms set forth
below;
NOW,
THEREFORE, for and in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt
of which each
party hereby acknowledges, the parties hereby agree as follows:
1.
SALE,
ASSIGNMENT
AND TRANSFER OF RIGHTS
1.1
Assignment. Subject to
the terms hereof, NBC hereby sells, transfers, and assigns all of its
right,
title and interest in and to the NBC Debt and the NBC Security (collectively,
the "Secured Debt") to AS. NBC shall reasonably cooperate with AS in
the
execution and delivery of any other necessary documentation reasonably
requested
to evidence the sale, transfer, and assignment noted above, including
the
delivery and endorsement of the original promissory notes and security
agreement
to AS.
1.2
Consideration. In
consideration for the assignment of the Secured Debt, AS agrees to
execute and
deliver the Content License Agreement by and between AS and NBC and
the
Securities Purchase Agreement, by and between Connected Media Technologies,
Inc.
and NBC, in the same or substantially the same form as attached hereto
as
Exhibit A and Exhibit B, respectively.
2.
WARRANTIES
2.1
NBC Organization and
Authorization. Seller NBC represents and warrants to AS that: (a) it
is duly
organized, validly existing and in good standing under the laws of
Delaware; and
(b) it has all requisite power and authority to enter into this Agreement
and
each of the related ancillary agreements to which it is a party and
to
consummate the transactions contemplated hereby and thereby.
2.2
Validity and Enforceability. The Secured Debt is valid, binding and
fully
enforceable in accordance with its terms.
2.3
No Contravention. To the best of its knowledge, the execution and delivery
of
this Agreement does not, and the consummation of the transactions contemplated
hereby and
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thereby will not
violate
any agreement, contract, judgment, order, decree, statute, law, ordinance,
rule
or regulation applicable to the Secured Debt.
2.4
Title; Absence of
Litigation or Liens. There is no action, suit or proceeding of any
nature
pending, or to NBC's knowledge threatened, by or against NBC with respect
to or
involving the Secured Debt. NBC owns the Secured Debt free and clear
of any
liens, claims, or encumbrances whatsoever, and knows of no basis for
the
assertion of any liens, claims, or encumbrances against the Secured
Debt. The
Secured Debt is fully transferable by NBC without restriction and without
payment of any kind to any third party. The Secured Debt is not subject
to any
proceeding or outstanding decree, order, judgment, agreement or stipulation
that
may affect its validity or enforceability.
2.5
Complete Copies of
Materials. If it has not done so on the date of this Agreement, NBC
will deliver
true and complete copies of each existing document that has been requested
by AS
or its counsel in connection with this Agreement or the transactions
contemplated hereby.
2.6
Representations Complete.
To the knowledge of NBC, none of the representations or warranties
made by NBC
contain any untrue statement of a material fact, or omit to state any
material
fact necessary in order to make the statements contained herein or
therein, in
light of the circumstances under which made, not misleading.
2.7
AS Organization and
Authorization. AS represents and warrants to NBC that: (a) it is duly
organized,
validly existing and in good standing under the laws of Florida; and
(b) it has
all requisite power and authority to enter into this Agreement and
each of the
related ancillary agreements to which it is a party and to consummate
the
transactions contemplated hereby and thereby.
3.
GENERAL
3.1
Entire Agreement. This
Agreement constitutes the entire agreement of the parties with respect
to the
assignment of the Secured Debt and to the extent that this agreement
is
inconsistent with any prior agreement(s) between the parties, the terms
of this
agreement are to control.
3.2
Amendment. This Agreement
shall not be amended or otherwise modified except by a written agreement
dated
subsequent to the date of this Agreement and signed by both NBC and
AS.
3.3
Governing Law. This Agreement shall be governed by and construed in
accordance
with the laws of the State of New York.
3.4
No Waiver. No waiver of
any breach of any provision of this Agreement shall constitute a waiver
of any
prior, concurrent or subsequent breach of the same or any other provisions
hereof, and no waiver shall be effective unless made in writing and
signed by an
authorized representative of the waiving party.
3.5
Savings Clause. If any provision of this Agreement shall be held by
a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining
provisions shall remain in full force and effect.
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3.6
Further Assurances. Each
party agrees to take such further action and execute, deliver and/or
file such
documents or instruments as are necessary to carry out the terms and
purposes of
this Agreement.
3.7 Section
Headings. The section headings used in this Agreement are intended
for
convenience only and shall not be deemed to supersede or modify any
provisions.
3.8
Counterparts. This Agreement
may be executed in two or more identical counterparts, all of which
shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the
date first set forth above.
NBC-NPN HOLDING
INC.
NPN ASSET ACQUISITIONS, INC.
By: /s/ Xxxxx
Xxxxxxxx
By: /s/ Xxxxxxx X.Xxxxx
Name: Xxxxx
Xxxxxxxx
Name: Xxxxxxx X. Xxxxx
Title:
President
NEWSPRONET INTERACTIVE, INC.
HEREBY
CONSENTS TO THE ASSIGNMENT OF THE SECURED DEBT TO AS AS SET FORTH
ABOVE.
NEWSPRONET INTERACTIVE,
LLC.
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: VP
and GM
Date:
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SCHEDULE
A
List of NBC Debt Agreements with NPN
Secured Convertible Promissory Note,
dated
October 18, 2001
Secured Convertible Promissory Note,
dated
April 25, 2001
Secured Convertible Promissory Note,
dated
November 15, 2000
Security Agreement, dated September
18,
2000
Amendment No. 1 to Security Agreement,
dated
November 15, 2000
Guaranty, dated November 15, 2000
Affidavit and Indemnity Concerning
Lost Secured
Convertible Promissory Note, dated September 18, 2000
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EXHIBIT
A
Copy
of
NBC Content License with AS
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EXHIBIT
B
Securities
PurchaseAgreement
