ASSIGNMENT OF PROMISSORY NOTE AND RELEASE
This
Assignment of Promissory Note and Release (the “Assignment and Release” or, the
“Agreement”) is dated as of February 3, 2010 and is made and entered into
between Federal Sports & Entertainment, Inc., a Nevada corporation
(“Holder”) and ▇▇▇▇ ▇▇▇▇▇▇ Bridge and Opportunity Fund, LP (“Assignee”)
..
WHEREAS,
pursuant to that certain Securities Purchase Agreement dated as of September 9,
2008 by and between Assignee and Holder, Holder sold to Assignee a $500,000
principal amount 0% Secured Convertible Promissory Note dated September 9, 2008
(the “Note”);
WHEREAS,
pursuant to that certain Bridge Loan Agreement dated as of September 9, 2008 by
and between Holder and Diamond Sports & Entertainment, Inc. (the
“Borrower”), Holder agreed to utilize the proceeds of the sale of the Note to
provide Borrower, and did so provide Borrower, with a temporary loan in the
principal amount of $500,000 in exchange for a 0% Unsecured Bridge Loan
Promissory Note dated September 9, 2008 (the “Bridge Note”), to provide Borrower
with sufficient working capital to enable Borrower to fulfill its obligations
under certain contractual agreements incident to its business while Holder and
Borrower prepared the documentation necessary and appropriate to consummate a
proposed reverse merger between Holder and Borrower (the “Merger”);
WHEREAS,
as part of these related transactions, Borrower pledged its assets and certain
of Borrower’s stockholders pledged their shares of stock of Borrower to secure
Holder’s obligation to repay the Note advanced by Assignee;
WHEREAS,
plans to consummate the Merger have been abandoned and Assignee and Borrower,
contemporaneously with this Agreement, are entering into a settlement agreement
(the “Settlement Agreement”) to resolve all claims and demands between
themselves concerning the related transactions described above; and
WHEREAS,
the parties now desire that, contemporaneously with the execution of the
Settlement Agreement, the Bridge Note be assigned to Assignee, that the Note be
cancelled and that Holder be released by Assignee from any and all obligations
to Assignee with respect to the Note.
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Holder, Assignee and Borrower, intending to be legally bound, agree as
follows:
1. Assignment of Bridge
Note. Subject to the execution of the Settlement Agreement by
the parties thereto, Holder does hereby grant, convey, transfer, assign and set
over unto Assignee all right, title and interest of the Holder in and to the
Bridge Note, a copy of which is attached as Exhibit A, and agrees
to deliver the Bridge Note to Assignee at Closing (defined
below).
2. Return and Cancellation of
Note. Subject
to the execution of the Settlement Agreement by the parties thereto, Assignee
agrees to deliver the Note, a copy of which is attached as Exhibit B, to Holder
at Closing, without additional payment thereon, whether for principal or
interest or any other amount due or to become due thereunder, and to ▇▇▇▇ across
the face of the Note “Cancelled.”
3. Release. Effective
upon Closing, Assignee does hereby release, cancel, forgive and forever
discharge Holder and each of its predecessors, affiliates, successors and
assigns, and all of its officers, directors and employees, and Gottbetter
Capital Markets, LLC, Gottbetter Capital Group, Inc. and Gottbetter &
Partners, LLP, and each of their predecessors, affiliates, successors and
assigns, and all of their officers, directors and employees, from all actions,
claims, demands, damages (actual or punitive), obligations (including principal
and interest on the Note), costs, losses, expenses, attorney’s fees and or
liabilities, controversies and executions, of any kind or nature
whatsoever, whether known or unknown, whether suspected or not, which have
arisen, or may have arisen, or shall arise by any reason relating to the Note
and specifically waives any claim or right to assert any cause of action or
alleged case of action or claim or demand which has, through oversight or error
intentionally or unintentionally or through a mutual mistake, been omitted from
this Release.
4. Closing.
4.1. Closing; Closing
Date. The closing of the transactions contemplated hereby shall be
effective as of the delivery of the closing deliveries described below (the
"Closing") at the offices of Gottbetter & partners, LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. at 11:00 a.m. on February __, 2010, or at such time
and place as the parties mutually agree.
4.2. Closing
Deliverables. At Closing:
(a) Assignee shall deliver to Holder
the Note marked across its face "CANCELLED"; and
(b) Holder shall deliver to Assignee
the Bridge Note.
5. Miscellaneous.
5.1.
Governing
Law. This Assignment and Release shall be governed by and
construed in accordance with the laws of the State of New York. The location for
the settlement of any disputes arising out of this Assignment and the Assigned
Documents shall be New York County, New York.
5.2.
Amendment. This
Agreement may be amended, modified or terminated only by an instrument in
writing signed by all parties.
5.3.
No Assignment.
Neither this Agreement nor any right or obligation provided for herein may be
assigned by any party without the prior written consent of the other
parties.
5.4.
Successors. The
terms and provisions of this Agreement shall be binding upon and inure to the
benefit of, and be enforceable by, the respective successors and assigns of the
parties hereto.
5.5.
Counterparts.
This Agreement may be executed in any number of counterparts, with the same
effect as if all parties had signed the same document. All such counterparts
shall be deemed an original, shall be construed together and shall constitute
one and the same instrument. This Agreement may be executed by facsimile
signature.
5.6.
Construction.
The language used in this Agreement shall be deemed to be the language chosen by
the parties to express their mutual intent, and no rule of strict construction
shall be applied against any party.
5.8.
Headings. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.
5.9.
Severability.
Any term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the
parties agree that the court making the determination of invalidity or
unenforceability shall have the power to limit the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable term or
provision with a term or provision that is valid and enforceable and that comes
closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, Holder, Assignee and the Borrower have caused this Assignment
and Release to be executed this February 3, 2010.
Federal
Sports & Entertainment, Inc. (“Holder”)
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
President
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▇▇▇▇
▇▇▇▇▇▇ Bridge and Opportunity Fund, LP (“Assignee”)
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Name:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title:
Managing Member of the General Partner
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Diamond
Sports & Entertainment, Inc. (“Diamond) consents to the assignment of the
Bridge Note to Assignee, provided that such consent is conditioned on the
occurrence of the Closing under the Settlement Agreement dated as of February 3,
2010 between Assignee and Diamond
Diamond
Sports & Entertainment, Inc.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇ ▇▇▇▇▇
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Title:
Chairman and Chief Executive Officer
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