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EXHIBIT 99.7
ASSIGNMENT AGREEMENT
This Assignment Agreement made as of the 20th day of September,
1999
BETWEEN:
706166 ALBERTA LTD. and 000000 Xxxxxxx Ltd., Alberta
companies each having its registered office at 0000
Xxxxxxxx Xxxxx, 00000 - 000 Xxxxxx, Xxxxxxxx, Xxxxxxx,
X0X 0X0
(collectively, the "Assignors")
OF THE FIRST PART
AND:
ALR TECHNOLOGIES INC., a Nevada company having an
office at 00000 Xxx-Xxx Xxxx, Xxxxxxx, Xxxxxxxxxx,
00000-0000
(the "Assignee")
OF THE SECOND PART
WHEREAS:
A. Pursuant to Share Purchase Agreements dated for reference the
4th day of December, 1998, the Assignors sold a total of 5,000,000
Class A Common shares of A Little Reminder (ALR) Inc. (the "ALR
Shares") to those parties noted in Schedule "A" hereto (collectively,
the "Purchasers") for an aggregate purchase price of $1,000,000
($CDN.);
B. The purchase price was evidenced by four promissory notes
from the Purchasers (the "Notes"), copies of which are attached
hereto as Schedule B, and secured by pledge agreements from each of
the Purchasers (the "Pledge Agreements");
C. Pursuant to an Offer to Purchase dated March 2, 1999, the ALR
Shares were subsequently exchanged by the Purchasers for 5,000,000
Common shares of the Assignee (the "ALRT Shares");
D. The ALRT Shares are subject to the terms of an Amended
Pooling Agreement dated February 17, 1999 (the "Pooling Agreement");
and
E, The Assignors desire to assign to the Assignee the Assignors'
interest in and to the Notes and the Pledge Agreements;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for good and
valuable consideration paid by the Assignee to the Assignors (the
receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows:
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1. Assignment
1.1 The Assignors hereby assign, transfer and set over unto the
Assignee all of the Assignors' right, title and interest in and to
the Notes and Pledge Agreements, and all other rights and benefits
which now are or which hereafter may be vested in the Assignors as
security for the Notes.
1.2 The Assignors covenant with the Assignee that the Assignors
will not at any time after the date of this Agreement receive and
accept payment on account of the Notes, except in trust for the
Assignee and if the payments are received, shall forthwith pay such
sum to the Assignee. The Assignors covenant not to do any act which
may result in the Assignee being prevented or hindered from enforcing
the payment of the Notes or the security represented by the Pledge
Agreements.
1.3 On the Closing (as defined in subsection 2.1 hereof), the
Assignee will pay to the Assignors, as consideration for the
assignment of the Notes and the Pledge Agreements and in accordance
with the terms of section 2 hereof, the sum of $1,000,000 ($CDN.)
(the "Assignment Price") as follows:
Assignor Assignment Price
000000 Xxxxxxx Ltd. $ 500,000
745797 Alberta Ltd. $ 500,000
----------
$1,000,000
2. Closing
2.1 The closing of the transactions contemplated by this
Assignment Agreement (the "Closing") will take place on September 21,
1999, or on such other date as the parties shall agree.
2.2 On Closing, the Assignee will deliver to each of the
Assignors or the Assignors' solicitors, as payment for the Assignment
Price, the following documents duly executed by the Assignee:
(a) promissory notes for the Assignment Price in the form
attached hereto as Schedule "C" and
(b) a pledge agreement in the form attached hereto as Schedule
"D".
3. Representations and Warranties
3.1 The Assignors hereby represent and warrant to the Assignee
that neither the whole nor any part of the Notes or the Pledge
Agreements have been previously assigned, pledged, encumbered,
transferred or otherwise dealt with by the Assignors.
3.2 The Assignee hereby represents and warrants to the Assignors
that the Assignee is aware that the Notes are currently in default
and that the Notes are not assignable without the prior written
consent of the Purchasers, which consent has not been obtained.
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4. General Provisions
4.1 The Assignors and the Assignee covenant and agree to execute
and deliver all such further documents and instruments and do all
other acts and things as may be necessary or convenient to carry out
the full intent and meaning of this Assignment and to effect the
assignment of the Notes and the Pledge Agreements to the Assignee.
4.2 The Assignors covenant and agree that the Assignors will
immediately deliver or arrange for the delivery to the Assignee of
6,000,000 shares in the capital of the Assignee registered in the
name of the Assignors, Xxxx Xxxxxx and Xxxxxx Xxxx and currently held
in trust pursuant to the terms of the Amended Pooling Agreement (the
"Cancellation Shares") as follows:
Assignor Cancellation of Shares
to be Delivered
766166 Alberta Ltd. 2,550,000
745797 Alberta Ltd. 2,325,000
Xxxx Xxxxxx 562,500
Xxxxxx Xxxx 562,500
The Assignee covenants and agrees that it will hold the Cancellation
Shares, at the Assignee's sole discretion, until such time as the
Assignee determines that it is practicable to return the Cancellation
Shares to the Assignee's transfer agent for cancellation.
4.3 This Agreement shall ensure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
4.4 This Agreement may be executed in as many counterparts as
may be necessary and by facsimile and each such agreement or
facsimile so executed shall be deemed to be an original and such
counterpart shall constitute one and the same instrument.
IN WITNESS WHEREOF the parties have duly executed this Agreement
as of the day and year first above written.
706166 ALBERTA LTD.
Per: /s/ illegible
Authorized Signatory
745797 ALBERTA LTD.
Per: /s/ illegible
Authorized Signatory
ALR TECHNOLOGIES INC.
Per: /s/ Grey Rae
Authorized Signatory
