EXHIBIT K
LOAN ASSIGNMENT AGREEMENT
This Loan Assignment Agreement is dated as of the 19th day of June 1998
(this "Loan Assignment Agreement"). Reference is made to the Loan Agreement,
dated as of April 30, 1998 (the "Loan Agreement"), by and between First Virtual
Holdings Incorporated, a Delaware corporation (the "Company"), and SOFTBANK
Holdings Inc., a Delaware corporation. Terms defined in the Loan Agreement are
used herein as defined therein. SOFTBANK Holdings Inc. ("Assignor") and
Consolidated Email, Inc., a wholly-owned subsidiary of SOFTBANK Technology
Ventures IV L.P. ("Assignee"), hereby agree as follows:
1. The Assignor hereby sells and assigns to the Assignee without
recourse and without representation or warranty (other than as expressly
provided herein) and the Assignee hereby purchases from the Assignor, that
interest in and to all of the Assignor's rights under the Loan Agreement as of
the effective date hereof with respect to, and only with respect to, those loans
made pursuant to the Loan Agreement which are set forth on Schedule I hereto
(the "Assigned Loans"), in a principal amount for such Assigned Loans as set
forth on such Schedule I hereto, and a 50% interest in each promissory note
delivered in connection with the Assigned Loans, including, without limitation,
the right to receive shares of the Company's Common Stock from the Company upon
conversion of principal of, and accrued interest on, the Assigned Loans as
provided in such promissory notes.
2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor; (ii)
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Loan Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Agreement or any other instrument
or document furnished pursuant thereto; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of any party to the Loan Agreement or the performance or observance by any party
to the Loan Agreement of any of their respective obligations under the Loan
Agreement or any other instrument or document furnished pursuant thereto.
3. The Assignee (i) confirms that it has received a copy of the Loan
Agreement, together with such other documents and information as it has deemed
appropriate to make its own decision to enter into this Loan Assignment
Agreement; (ii) agrees that it will consult with the Assignor before taking or
not taking action in respect of the Assigned Loans or otherwise under the Loan
Agreement; and (iii) appoints and authorizes the Assignor to take such action as
agent on its behalf and to exercise such
powers under the Loan Agreement as are granted to the Lender by the terms
thereof, together with such powers as are reasonably incidental thereto.
4. Promptly after receiving any notices from the Company pursuant to
the Loan Agreement, the Assignor shall deliver or send a copy of the same to the
Assignee at the address set forth on Schedule II hereof. All other notices
hereunder or in connection herewith shall be delivered or sent as set forth on
Schedule II hereof.
5. It is agreed that the Assignee shall be entitled to all principal,
interest and any other amounts in respect of the Assigned Loans on and after the
date hereof, such interest and other amounts to be paid by the Company directly
to the Assignee. In the event that less than all of the principal, accrued
interest or other amounts due in respect of the Loans is paid, the Assignee
shall be entitled to receive its pro rata share of all amounts, determined based
on dividing the principal, accrued interest or other amounts, as the case may
be, due in respect of the Assigned Loans by the principal, accrued interest or
other amounts, respectively, due in respect of all Loans. The Company shall pay
all amounts to which the Assignee is entitled hereunder directly to the
Assignee. In the event that, notwithstanding the immediately preceding sentence,
any amount to which the Assignee is entitled hereunder is paid to or received by
the Assignor, the Assignor shall promptly remit the amount to which the Assignee
is entitled to the Assignee. If any payment made to or received by the Assignor
and so remitted to the Assignee is rescinded or is required to be returned by
the Assignor, the Assignee shall promptly pay the amount thereof to the
Assignor. Upon the execution of this Loan Assignment Agreement, the Assignee
shall pay to the Assignor $705,166, which represents the portion of the
principal amount of and interest on the Loans made by the Assignor pursuant to
the Loan Agreement and outstanding on the date hereof.
6. It is agreed that Assignee shall be entitled to assign this Loan
Assignment Agreement and any rights, interests or obligations hereunder to a
wholly-owned subsidiary.
7. This Loan Assignment Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Loan Assignment
Agreement to be duly executed as of the day and year first above written.
SOFTBANK HOLDINGS INC., CONSOLIDATED EMAIL, INC.
as Assignor as Assignee
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------- -----------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxx
Title: Vice Chairman Title: President
The undersigned hereby consents to the assignment made pursuant to the foregoing
Loan Assignment Agreement.
FIRST VIRTUAL HOLDINGS INCORPORATED
By: /s/ Xxxxx X. Xxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
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SCHEDULE 1
Legal Name of Assignor: SOFTBANK HOLDINGS INC.
Legal Name of Assignee: CONSOLIDATED EMAIL, INC.
Effective Date of Assignment: June 19, 1998
Assigned Loans
Principal Amount: $700,000
Interest: $5,166
Loans Pursuant to Loan
Agreement Retained by Assignee
Principal Amount: $700,000
Interest: $5,166
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SCHEDULE II
Any notices and other communications required or permitted under the
Loan Agreement shall be effective if in writing and delivered personally or sent
by telecopier, Federal Express or registered or certified mail, postage prepaid,
addressed as follows:
If to Assignor, to: SOFTBANK Holdings Inc.
00 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Xxxxxx Xxxxxx
Vice Chairman
with a copy to: Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
If to Assignee, to: Consolidated Email, Inc.
0000 00xx Xxxxxx
Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxx
Managing Director
with a copy to: Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
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