ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of September 17, 1999,
made by and between Xxxxxx000.xxx Corporation, a Nevada corporation ("Assignor")
and Xxxxxx000.xxx Inc., a Delaware corporation ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor and Assignee have approved the merger of Assignor with
and into Assignee; and
WHEREAS, Assignor is party to (a) that certain Combination Agreement made
as of April 20th, 1999 by and among Assignor, 3560309 Canada Inc. ("Canco") ,
Planet 411 (Nova Scotia) Company ("Novaco"), 0000-0000 Xxxxxx Inc. and the
Stockholders (as defined therein), who are represented by their mandataries
Xxxxxx Xxxxx, Xxxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx (hereinafter the
"Combination Agreement") and (b) that certain Voting, Support and Exchange Trust
Agreement made as of May 13, 1999 by and among Assignor, Canco, Novaco, Xxxxxx
Xxxxx, Xxxxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxx (collectively as the Trustee
thereunder) (the "Voting Agreement" and collectively with the Combination
Agreement, the "Agreements");
NOW, THEREFORE, IT IS AGREED:
1. Assignment and Assumption. Assignor hereby transfers and assigns all of
its rights and interest in and to, and delegates its liabilities and obligations
under each of the Agreements to Assignee, and Assignee hereby accepts such
transfer and assignment from Assignor and assumes all of the liabilities and
obligations of Assignor under each of the Agreements.
2. Further Assurances. Assignor and Assignee each hereby agree to execute
and deliver such other instruments and documents, and take such other action, as
any party to any of the Agreements may reasonably request in connection with the
transactions contemplated by this Assignment and Assumption Agreement.
3. Successors and Assigns; Bank as Third Party Beneficiary. This Assignment
and Assumption Agreement shall be binding upon the successors and permitted
assigns of Assignor and Assignee. This Assignment and Assumption Agreement shall
inure to the benefit of the parties hereto and to the parties to each of the
Agreements, with no other third party beneficiaries intended hereby.
4. GOVERNING LAW. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW PRINCIPLES.
5. Severability. If at any time any provision of this Assignment and
Assumption Agreement is or becomes invalid, illegal or unenforceable in any
respect under the laws of the State of New York or the State of Nevada or any
other jurisdiction whose administrative laws are applicable thereto, as the case
may be, then neither the legality, validity or the enforceability of the
remaining provisions hereof or thereof shall in any way be affected or impaired
hereby or thereby.
6. Amendment and Waiver. Any amendment or waiver of any provision of this
Assignment and Assumption Agreement shall be in writing signed by the parties
hereto. No failure or delay by any
party hereto in exercising any right, power or privilege hereunder shall operate
as a waiver thereof and any waiver of any breach of the provisions of this
Assignment and Assumption Agreement shall be without prejudice to any rights
with respect to any other or future breach hereof or thereof.
7. Counterparts. This Agreement may be executed in several counterparts
each of which when executed by any of the parties shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption Agreement to be duly executed and delivered as of the date first
above written.
ASSIGNEE:
XXXXXX000.XXX CORPORATION
By: /s/ XXXXXXXX XXXXXXXXX
-------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
ASSIGNOR:
XXXXXX000.XXX INC.
By: /s/ XXXXXX XXXXX
-------------------------------------
Name: Xxxxxx Xxxxx
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The undersigned, being additional parties to the Combination Agreement or
the Voting Agreement (each as defined herein), as applicable, hereby consent to
the terms and conditions of this Assignment and Assumption Agreement.
Combination Agreement Voting Agreement
3560309 Canada Inc. 3560309 Canada Inc.
By: /s/ XXXXXXX XXXXXX By: /s/ XXXXXXX XXXXXX
------------------------------- -----------------------------------
Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx
Planet 411 (Nova Scotia) Company Planet 411 (Nova Scotia) Company
By: /s/ XXXXXX XXXXX By: /s/ XXXXXX XXXXX
------------------------------- -----------------------------------
Xxxxxx Xxxxx Xxxxxx Xxxxx
The Individuals Listed on Schedules 2.2 and
2.2A of the Combination Agreement, acting
and represented herein by the following:
/s/ XXXXXX XXXXX /s/ XXXXXX XXXXX
---------------------------- -----------------------------------
Xxxxxx Xxxxx, Mandatary Xxxxxx Xxxxx
/s/ XXXXXXXX XXXXXXXXX /s/ XXXXXXXX XXXXXXXXX
----------------------------- -----------------------------------
Xxxxxxxx Xxxxxxxxx, Mandatary Xxxxxxxx Xxxxxxxxx
/s/ XXXXXXX XXXXXX /s/ XXXXXXX XXXXXX
----------------------------- -----------------------------------
Xxxxxxx Xxxxxx, Mandatary Xxxxxxx Xxxxxx
9066-4871 Quebec, Inc.
By: /s/ XXXXXX XXXXX
-----------------------------
Xxxxxx Xxxxx
