Exhibit 10.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is made as of
the 7th day of May, 2001, by and between IJOIN, INC., a Delaware corporation
("Assignor"), and Tech-Creations, Inc., a Delaware corporation ("Assignee").
WHEREAS, the Assignor is a party to (i) that certain Exchange Agreement
dated June 5, 2000 among the Assignor, xXxxx.xxx Acquisition Corporation, a
corporation organized under the laws of Canada ("iJoin Subsidiary") and holders
of the issued and outstanding exchangeable shares of the iJoin Subsidiary and
(ii) that certain Support Agreement dated June 5, 2000 between the Assignor and
the iJoin Subsidiary (collectively, the "Assumed Contracts") which Assumed
Contracts provide, in part, for delivery of shares of the common stock of the
Assignor in exchange for the issued and outstanding exchangeable shares of the
iJoin Subsidiary.
WHEREAS, the Assignor, the Assignee and IJC Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Assignee ("IJC"), have entered into
an Agreement and Plan of Merger dated as of April 24, 2001 (as amended from time
to time, the "Merger Agreement"), pursuant to which IJC will merge with and into
Assignor (the "Merger") and Assignor, as the surviving corporation, shall be a
wholly-owned subsidiary of Assignee.
WHEREAS, Sections 3 of the Assumed Contracts provide that the Assignor
shall not enter into any merger transaction unless the terms and provisions of
such agreements (including, without limitation, the liability for all monies
payable and property deliverable by the Assignor thereunder) are assumed, by
operation or law or otherwise, by a successor-in-interest to the Assignor.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and in the Merger Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Assignor and
Assignee hereby agree as of the effective date of the Merger:
1. That Assignor hereby conveys, transfers and assigns to Assignee, and
Assignee hereby accepts, subject to the terms and conditions of each Assumed
Contract, such conveyance, transfer and assignment, and assumes all of
Assignor's right, title, interest, under, in and to, and all of Assignor's
obligations, duties and liabilities under each of the Assumed Contracts,
complete and true copies of which are attached hereto as Exhibits A and B,
including, without limitation, any and all obligations of "Parent," as such term
is defined in the Assumed Contracts, to deliver shares of common stock in
exchange for the issued and outstanding exchangeable shares of the iJoin
Subsidiary.
2. That, if at any time after the date hereof the parties hereto shall
consider or be advised that any further assignments or assurances in law or any
other acts are necessary or desirable to (a) vest, perfect or confirm, of record
or otherwise, in the Assignee any rights,
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obligations, duties and liabilities of Assignor, as "Parent," under the Assumed
Contracts acquired or to be acquired by the Assignor as a result of, or in
connection with, the Merger, or (b) otherwise carry out the purposes of this
Agreement, then the parties hereto shall execute and deliver all such proper
assignments and assurances in law and shall do all acts necessary or proper, to
bind the Assignor to the terms and provisions of such Assumed Contracts and
otherwise to carry out the purposes of this Agreement, and the appropriate
officers and/or directors of the parties hereto are hereby fully authorized to
take any and all such actions.
3. This Agreement shall be binding on all successors and permitted assigns
of the Assignee.
4. This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to a contract executed and performed in
such state without giving effect to the conflicts of laws principles thereof,
except that if it is necessary in any other jurisdiction to have the law of such
other jurisdiction govern this Agreement in order for this Agreement to be
effective in any respect, then the laws of such other jurisdiction shall govern
this Agreement to such extent.
5. This Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption Agreement to be duly executed in their names by a duly authorized
officer.
IJOIN, INC., as Assignor
By: /s/ XXX XXXXX
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Name: Xxx Xxxxx
Title: Chief Executive Officer
TECH-CREATIONS, INC., as Assignee
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: President
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