EXHIBIT 10.10
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is entered
into as of June 15, 2006 (the "Effective Date"), by and among Xxxxx.xxx, Inc.
("Assignee"), VMdirect, L.L.C. ("Assignor") and ____________________ ("Holder").
WHEREAS, Holder, entered into a Warrant Agreement for the purchase of
Assignor's membership interests with the Assignor dated as of ______ (the
"Warrant Agreement"); and
WHEREAS, Assignee has acquired Assignor pursuant to an Exchange
Agreement (the "Exchange Agreement"); and
WHEREAS, Assignor desires to transfer and assign to Assignee, and
Assignee desires to accept and assume, the Warrant Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by
the execution and delivery hereof, the parties hereto agree as follows:
1. As of the Effective Date, Assignor hereby assigns, conveys,
transfers and delivers to Assignee, and Assignee acknowledges receipt of and
hereby assumes, all of Assignor's rights, benefits, privileges and obligations
in and to the Warrant Agreement.
2. Pursuant to the terms and conditions of the Exchange Agreement and
after taking into account the transactions contemplated by the Exchange
Agreement, under the assumed and assigned Warrant Agreement, the Holder is
entitled to warrants to purchase that number of shares of Assignee's common
stock at the exercise price as listed on SCHEDULE A attached hereto.
3. Except as otherwise explicitly provided herein, nothing in this
Agreement is intended to modify, amend or alter in any respect the rights and
obligations of the parties under the Warrant Agreement, which will remain in
full force and effect notwithstanding the execution and delivery of this
Agreement.
4. Each of the parties to this Agreement agrees to take or cause to be
taken such further action, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
further consents, as may be necessary or as may be reasonably requested in order
to effectuate fully the purposes, terms and conditions of this Agreement.
5. This Agreement will be binding upon and will inure to the benefit of
the parties hereto and their respective successors and assigns.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
7. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which taken together will constitute
but a single instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the Effective Date.
ASSIGNOR:
VMdirect, L.L.C.
By:
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Xxxxx Xxxxxx, Manager
ASSIGNEE:
Xxxxx.xxx, Inc.
By:
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Xxxxx Xxxxxx, Chief Executive Officer
I hereby consent to the assignment and assumption of the Warrant Agreement to
the Assignee pursuant to the terms and conditions of this Agreement.
AGREED AND ACCEPTED:
Holder: ________________________________
Name: __________________________________
Date: __________________________________
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SCHEDULE A
Holder's Name: _______________________
Number of Shares of Assignee's Common Stock: ____________________
Exercise Price of warrants for Assignee's Common Stock: ________________________
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