Exhibit 10.3
ALLONGE AND PARTIAL ASSIGNMENT OF CONVERTIBLE NOTE
1. Assignment. For value received and pursuant to Section 3(c) of that
certain Securities Purchase Agreement (the "Securities Purchase Agreement"),
dated as of May 31, 2005, by and among the Purchasers named on Schedule A to
this instrument (each an "Assignee" and collectively, the "Assignees"), Castle &
Xxxxxx Holdings, Inc., a Delaware corporation ("CSMH"), and Gaha Ventures, LLC,
A New York Limited Liability Company, Altitude Group, LLC, a New York Limited
Liability Company, Xxxxx Xxxxxx, an individual and Fountainhead Investments,
Inc., a Delaware corporation (collectively, "Assignor"), Assignor hereby sells,
assigns, transfers and conveys to Assignees in the respective principal amounts
specified on Schedule A (with a pro rata portion of all accrued interest and any
other amounts owed being similarly assigned) all of the Assignor's rights, title
and interest in $26,460.00 (the "Assigned Amount") of the face amount of that
certain Convertible Note dated as of April 1, 2005 made by CSMH in favor of the
Assignor in the original principal amount of $52,920 which is attached hereto
marked Exhibit A (the "Convertible Note"), and all accrued interest and payments
thereon which are outstanding as of the date of this Assignment relating to the
Assigned Amount (collectively, all such principal, interest and other amounts
outstanding under the Convertible Note are referred to herein as "Obligations").
2. Assignor's Representations. Assignor represents and warrants to
Assignee as follows:
(a) The Assignor has good, valid and marketable title to the
Convertible Note, free and clears from all Security Interests or encumbrances.
(b) The Assignor has not assigned, pledged, hypothecated or
otherwise encumbered the Convertible Note. Upon delivery of the original
Convertible Note and this duly executed assignment to the Purchasers pursuant to
this Agreement, the Purchasers will acquire valid title thereto, free and clear
of any Security Interests.
(c) The Assignor has not received any payments of principal or
interest under the Convertible Note, nor has Assignor compromised, forgiven or
otherwise reduced the amount of principal and interest due under the Convertible
Note.
(d) The issuance and delivery of the Convertible Note to the
Assignor was duly authorized by all requisite corporate action and the
Convertible Note constitutes a legal, valid and binding obligation of the
Company and is enforceable with respect to the Company in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency, priority
or other laws or court decisions relating to or affecting generally the
enforcement of creditors' rights or affecting generally the availability of
equitable remedies.
3. Acceptance by Assignee. Assignees hereby accept the assignment of the
Obligation on the terms and conditions set forth in the Securities Purchase
Agreement.
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IN WITNESS WHEREOF, the parties have executed this Allonge and Assignment
of Convertible Note to be effective as of 31st day of May 2005.
ASSIGNEES
R&R BIOTECH PARTNERS, LLC
/s/ Xxxxxx X. Xxxxx
-------------------------------------------
By: Xxxxxx X. Xxxxx
MOYO PARTNERS, LLC
/s/ Xxxxxx Xxxxx
-------------------------------------------
By: Xxxxxx Xxxxx
ASSIGNOR
GAHA VENTURES, LLC
/s/ Xxxx Xxxxxx
-------------------------------------------
By: Xxxx Xxxxxx
ALTITUDE GROUP, LLC
/s/ Xxxxxxx Xxxxxxx Xxxxxxxx
-------------------------------------------
By: Xxxxxxx Xxxxxxx Xxxxxxxx, President
/s/ Xxxxx Xxxxxx
-------------------------------------------
XXXXX XXXXXX
FOUNTAINHEAD INVESTMENTS, INC.
/s/ Xxxxx X. Xxxxxxxxx
-------------------------------------------
By: Xxxxx X. Xxxxxxxxx
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SCHEDULE A
LIST OF PURCHASERS
NAME AND ADDRESS OF PURCHASER NOTE FACE AMOUNT
----------------------------- ----------------
R&R Biotech Partners, LLC $21,168.00
000 Xxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, XX 00000
Moyo Partners, LLC $ 5,292.00
c/o Xxxxxx Xxxxx, Esq.
000 Xxxx 00xx Xxxxxx, XXX
Xxx Xxxx, XX 00000
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EXHIBIT A
Convertible Note
[See Exhibit 10.2]
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