Exhibit 4.3
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT made this 29th day of June, 2006 by and between
CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership with an office at
000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxx Xxxxxx 00000 (the "ASSIGNOR"),
CEPTOR CORPORATION, a Delaware corporation (the "COMPANY") and THE LONGVIEW
FUND, LP organized and existing under the laws of California with an office at
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 ("LONGVIEW"), ALPHA
CAPITAL AKTIENGESELLSCHAFT organized and existing under the laws of
Liechtenstein with an office at Xxxxxxxxx 0 0000 Xxxxxxxxxxx Vaduz, Lichtenstein
("ALPHA"), Xxxxx International Ltd., organized and existing under the laws of
Panama with an office at 53rd Street Urbanizacion Obarrio Swiss Tower, 16th
Floor, Panama, Republic of Panama ("XXXXX") and Momona Capital Corp., organized
and existing under the laws of the State of New York with an office at 0 Xxxxxx
Xxxx, Xxxxxx, Xxx Xxxx ("XXXXXX") (collectively, the "ASSIGNEES"):
WITNESSETH
WHEREAS, CEPTOR CORPORATION (herein the "COMPANY") issued to the Assignor
on December 9, 2005, a Convertible Debenture (herein referred to as "DEBENTURE
NO. 1") in an amount of ONE MILLION DOLLARS ($1,000,000.00), of which SEVEN
HUNDRED THOUSAND DOLLARS ($700,000.00) remains unpaid and unconverted, and
accruing interest at the rate of eight percent (8%) per annum; and issued to the
Assignor on December 28, 2005, a Convertible Debenture (herein referred to as
"DEBENTURE NO. 2") in an amount of ONE MILLION DOLLARS ($1,000,000.00), of which
the full amount remains unpaid and unconverted, and accruing interest at the
rate of eight percent (8%) per annum.
WHEREAS, the Assignor desires to assign the unpaid and unconverted amounts
of both Debenture No. 1 and Debenture No. 2 (collectively referred to as the
"DEBENTURES") to the Assignees in the respective amounts set forth on Schedule A
attached hereto, or the aggregate sum of ONE MILLION SEVEN HUNDRED THOUSAND
DOLLARS ($1,700,000.00) of such Debentures to Assignees as well as and all
rights and benefits conferred therein, and the Assignees desire to purchase such
portion of the Debentures in the respective amounts set forth on Schedule A
attached hereto and all rights and benefits conferred therein for a total
purchase price of ONE MILLION NINE HUNDRED FOURTEEN THOUSAND ONE HUNDRED EIGHTY
THOUSAND DOLLARS AND EIGHTY TWO CENTS ($1,914,180.82) (the "PURCHASE PRICE"), of
which ONE MILLION EIGHT HUNDRED THIRTY-SIX THOUSAND DOLLARS ($1,836,000.00)
(representing One Million Seven Hundred Thousand Dollars {$1,700,000} plus a
premium of eight percent {8%}, or the sum of One Hundred Thirty-Six Thousand
Dollars {$136,000}) is being paid in consideration for the principal, and
SEVENTY-EIGHT THOUSAND ONE HUNDRED EIGHTY DOLLARS AND EIGHTY TWO CENTS
($78,,180.82) is being paid in consideration for accrued interest; and
WHEREAS, the Company, in consideration of the Assignor's agreement to
assign such unpaid and unconverted amounts of the Debentures to the Assignees,
has agreed to issue to the Assignor a Warrant to purchase five million
(5,000,000) shares of the Company's common stock at a price of $0.25 per share
(the "WARRANT"). The Warrant shall be issued to the Assignor upon execution of
this Assignment, and deemed earned at such time as the Purchase Price is
received by the Assignor.
NOW, THEREFORE, for and in consideration of the Purchase Price and Warrant,
receipt of which is hereby acknowledged, and in further consideration of the
mutual covenants hereinafter set forth, the parties hereby agree as follows:
1. Assignor does hereby assign, transfer and set over to Assignees, their
successors and assigns, all of its rights, benefits conferred, title, interests,
and obligations pursuant to the Debentures, including Interest accrued there
under, and the Transaction Documents, as this term is defined in the Securities
Purchase Agreement dated December 9, 2005 by and between the Assignor and the
Company (the "SECURITIES PURCHASE AGREEMENT"), including but not limited to
ability to collected Liquidated Damages, as defined in the Investor's
Registration Rights Agreement dated December 9, 2005 by and between the Assignor
and the Company (the "INVESTOR'S REGISTRATION RIGHTS AGREEMENT");
2. Assignor warrants, represents and covenants that:
(a) the copies of the Debentures attached hereto are true and correct
copies of the original Debentures;
(b) the Assignor is the sole and absolute owner of the Debentures,
free of all claims, encumbrances and security interests of every nature;
(c) the Assignor has not heretofore assigned or pledged the
Debentures, or any interest therein;
(d) Liquidated Damages have not accrued or are due and outstanding as
of the date hereof.
(d) the Assignor shall, simultaneously upon receipt of the Purchase
Price, file appropriate UCC-3 amendments (the "UCC-3"), a copy of which shall be
provided to the Assignees prior to filing, to the filed UCC-1 Financing
Statement filed with Delaware Department of State on December 12, 2205 File No.
53836906 (the "UCC-1") to transfer its security interest to the Assignees.
3. The Company warrants, represents and covenants that:
(a) the representations and warranties set forth in the Transaction
Documents are true and correct in all material respects as of the date hereof,
except as same may have been amended, updated or supplemented in the documents
filed with and referred to in the Company's Form 8-k filed on June 7, 2006. The
Company has performed, satisfied and complied in all material respects with the
obligations and covenants, agreements and conditions of the Transaction
Documents.
(b) that the Debentures and the obligations there under and under the
Transaction Documents are in full force and effect and that no Events of
Default, as this term is defined in the Debentures, currently exist.
(c) contemporaneously with the execution of this Agreement the Company
shall reissue to the Assignees the Debentures in the respective names and
amounts outlined in Schedule A attached hereto as well as re-execute the
Irrevocable Transfer Agent Instructions dated December 9, 2005 by and between
the Assignor and the Company (the "IRREVOCABLE TRANSFER AGENT INSTRUCTIONS") or
such other Transaction Documents as may be reasonably requested by the
Assignees.
(d) upon the assignment contemplated herein but in no event later than
July 10, 2006 , the Company shall file a post-effective amendment to
Registration Statement No. 333-130746 currently on file with the United States
Securities and Exchange Commission (the "REGISTRATION STATEMENT") and any other
such documents as may be required or reasonably requested by the Assignees in
order to indicate that Assignees are the new selling shareholders of the shares
issuable upon conversion of the Debentures which shall cause such Registration
Statement to remain effective and current for the public sale of the registrable
securities.
(e) the maximum conversion price of the Debentures, subject to
adjustment as stated therein, as of the date of this Assignment is Fifteen Cents
($0.15).
4. The Assignees hereby assume all rights, benefits conferred, title,
interests, and obligations, representations, warranties, and covenants pursuant
to the Debentures and the Transaction Documents;
5. The Company hereby acknowledges and consents to the Assignees
assumption of all rights, benefits conferred, title, interests, and obligations,
representations, warranties, and covenants pursuant to the Debentures and the
Transaction Documents including but not limited to registration rights and
indemnification rights, and the Company will comply with the covenants set forth
therein and perform its obligations thereunder.
6. The Company and the Assignees agree that the following language in the
Convertible Debentures shall be deleted in its entirety and except as provided
herein all of the terms and conditions contained herein shall remain unchanged
and in full force and effect. All provisions in the Convertible Debentures and
any amendments, schedules or exhibits thereto in conflict with this deletion
shall be and hereby are changed to conform to this amendment.
RIGHT OF REDEMPTION. The Obligor at its option shall have the right,
with three (3) business days advance written notice (the "REDEMPTION
NOTICE"), to redeem a portion or all amounts outstanding under this
Debenture prior to the Maturity Date. If the Closing Bid Price of the
Obligor's Common Stock, as reported by Bloomberg, LP, is less than the
Fixed Price at the time of the Redemption Notice, the Obligor shall pay
an amount equal to the principal amount being redeemed plus a redemption
premium equal to eight percent (8%) of the principal amount being
redeemed ("REDEMPTION PREMIUM"), and accrued interest, (collectively
referred to as the "REDEMPTION AMOUNT").
In the event the Closing Bid Price of the Obligor's Common Stock is
above the Fixed Price at the time of a Redemption Notice the Obligor can
redeem fifty percent (50%) of the principal amounts outstanding under
this Debenture at the Redemption Amount and the remaining fifty percent
(50%) at the greater of (i) the Redemption Amount and (ii) the market
value of this Debenture's underlying common stock on an as converted
basis utilizing the Closing Bid Price of the Company's Common Stock on
the day of the Redemption Notice.
The Obligor shall deliver to the Holder the Redemption Amount on the
third (3rd) business day after the Redemption Notice.
Notwithstanding the foregoing, in the event that the Obligor has elected
to redeem a portion of the outstanding principal amount and accrued
interest under this Debenture the Holder shall be permitted to convert
all or any portion of this Debenture during such three (3) business day
period.
In the event the Obligor exercises a redemption of either all or a
portion of the outstanding principal amounts plus accrued interest due
and outstanding under this debenture as outlined herein, the Holder
shall receive a warrant to purchase twenty five thousand (25,000) shares
of the Company's Common Stock for every One Hundred Thousand Dollars
($100,000) redeemed, pro rata. (the "WARRANT") The Warrant shall be
exercisable on a "cash basis" and have an exercise price of one hundred
five percent (105%) of the Closing Bid Price of the Obligor's Common
Stock on the Closing Date, as quoted by Bloomberg, LP, per share. The
Warrant shall have "piggy-back" registration rights and shall survive
for three (3) years from the Closing Date.
7. Notices hereunder shall be given in writing by certified or registered
mail, return receipt requested, addressed to such addresses as the parties may
designate.
8. This assignment is binding upon the successors and assigns of the
parties hereto.
9. This assignment shall be effective upon Assignor's receipt of the
Purchase Price and Warrant. This assignment and acceptance of same may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Confirmation of execution by telex or by telecopy or telefax of a facsimile
signature page shall be binding upon that party so confirming.
10. This Agreement may be executed in identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party. In
the event any signature page is delivered by facsimile transmission, the party
using such means of delivery shall cause an additional original executed
signature pages to be physically delivered to the other party within five (5)
days of the execution and delivery hereof, though failure to deliver such copies
shall not affect the validity of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement
on the day and year first above written.
THE ASSIGNOR:
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors LLC
Its: General Partner
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Its: President & Portfolio Manager
ACCEPTANCE OF ASSIGNMENT
The undersigned, being the Assignees set forth above, do hereby
acknowledge and accept the foregoing Assignment on this 29th day of June, 2006.
ASSIGNEES:
THE LONGVIEW FUND, LP
By: Viking Asset Management LLC
Its: Investment Manager
By: /s/ S. Xxxxxxx Xxxxxxx
-----------------------------
Name: S. Xxxxxxx Xxxxxxx
Its: Chief Financial Officer
ALPHA CAPITAL AKTIENGESELLSCHAFT
By:
-----------------------------
Name:
Its:
XXXXX INTERNATIONAL LTD.
By:
-----------------------------
Name:
Its:
MOMONA CAPITAL CORP.
By:
-----------------------------
Name:
Its:
CONSENT TO ASSIGNMENT
The undersigned, being the Company set forth above, does hereby consent
to the foregoing Assignment and by its signature below acknowledges it
obligation thereunder, including the obligation to issue the Warrant, on this
29th day of June, 2006.
CEPTOR CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Its: Senior Vice President,
Finance and Administration,
Chief Financial Officer
EXHIBIT "A"
SCHEDULE OF BUYERS
Address/Facsimile Amount of Purchase
Name Number of Buyer Subscription Price
---- --------------- ------------- ----------------------------
The Longview Fund, LP 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx $ 700,000 $794,290.41 (Includes
Interest of $38,290.41 and a
Redemption Premium of
$56,,000)
$ 400,000 $447,956.16 (Includes
Interest of $15,956.16 and a
Redemption Premium of
$32,000)
Xxx Xxxxxxxxx, XX 00000
Fax: (000) 000-0000
Alpha Capital Aktiengesellschaft Pradafant 7 $ 300,000 $335,967.12 (Includes
Interest of $ 11,967.12 and
a Redemption Premium of
$24,000)
9490 Furstentums
Vaduz, Lichtenstein Fax:
000-00-00000000
Xxxxx International Ltd. c/o SDC Capital $ 200,000 $223,978.08 (Includes
Interest of $7,978.08 and a
Redemption Premium of
$16,000)
00 Xxxx Xxxxxxx Xxxxxxx Xxxxx
000
Xxxxxx Xxxxxx, XX 00000
Fax: (000) 000-0000
Momona Capital Corp. 0 Xxxxxx Xxxx $ 100,000 $111,989.04 (Includes
Interest of $3,989.04 and a
Redemption Premium of
$8,000)
Monsey, New York
Fax: (000) 000-0000
* INTEREST IS CALCULATED THROUGH JUNE 28, 2006
