EXHIBIT 10.18
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ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
Re: Assignment by MM Squared, Inc., f/k/a MM(2) Group, Inc., a New Jersey
corporation (the "Assignor") to anD the Assumption by MM(2) Group, Inc., f/k/a
Wien Group, Inc., a New Jersey corporation (the "Assignee"), of the agreements
listed on Attachment A.
WHEREAS, pursuant to the Acquisition Agreement dated July 8, 2005, as
amended, by and among Wien Group, Inc., a New York corporation ("Wien (NY)",
Wien Group, Inc., a New Jersey corporation ("Wien (NJ)"), Xxxxxxx Xxxx, MM(2)
Group, Inc., a New Jersey corporation ("MM2"), and Xxxxxx Xxxxxxx and Xxxxxx
Xxxxxxx, immediately prior to the closing of this transaction, Wien (NY) merged
into Wien (NJ) with Wien (NJ) as the surviving company and Wien (NJ) acquired
all of the capital stock of MM2, whereby MM2 became a wholly owned subsidiary of
Wien (NJ);
WHEREAS, MM2 changed its name to MM Squared, Inc. and Wien (NJ) changed
its name to MM(2) Group, Inc. ("MM(2) Group").
WHEREAS, the parties hereto all concur that these agreements should all
be in the name of and an obligation of the parent company, the MM(2) Group;
NOW, THEREFORE, in consideration of the premises, the parties agree as
follows:
(a) Assignor hereby irrevocably assigns and transfers to Assignee, its
successors and assigns, all of Assignor's right, title and interest in and to
the agreements listed on Attachment A herein (the "Assigned Agreements"),
subject to the provisions of this letter. Assignee hereby accepts the assignment
of the Assigned Agreements.
(b) Assignee hereby expressly acknowledges and agrees that the Assignee
is accepting the assignment specified in Section (a) above that Assignee hereby
agrees to satisfy the Assumed Obligations (as described below).
(c). Assumed Obligations
Assignee hereby expressly assumes and agrees to pay, perform and
discharge, in due course all of the obligations and liabilities of the Assignor
of the Assigned Agreements.
ASSIGNOR: ASSIGNEE:
MM SQUARED, INC. MM(2) GROUP, INC.
By:__________________ By:__________________
Xxxx Xxxxxx Xxxx Xxxxxx
President President
The undersigned hereby acknowledge and consent to the assignment and
assumption by the Assignor and the Assignee of the Assigned Agreements, but only
in regard to those Assigned Agreements to which the undersigned is a party
thereto.
MONITOR CAPITAL, INC.
By:
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CORNELL CAPITAL PARTNERS, LP
BY: YORKVILLE ADVISORS, LLC
ITS: GENERAL PARTNER
By:
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Name: Xxxx Xxxxxx
Title: Portfolio Manager
XXXXX XXXXXXXX, ESQ.
By:
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FIDELITY TRANSFER COMPANY
By:
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Name:
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Title:
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ATTACHMENT A
1. 5% Secured Convertible Debenture (the "Debenture") dated April 1, 2005 issued
to Cornell Capital Partners, LP for the sum of $1,250,000.
2. Standby Equity Distribution Agreement (the "SEDA"), dated April 1, 2005,
between Cornell Capital Partners, LP and MM(2) Group, Inc.
3. Securities Purchase Agreement, dated April 1, 2005, between MM(2) Group, Inc.
and Cornell Capital Partners, LP.
4. Escrow Agreement related to the Debenture, dated April 1, 2005, between MM(2)
Group, Inc., Cornell Capital Partners, LP and Xxxxx Xxxxxxxx, Esq.
5. Registration Rights Agreement related to the SEDA, dated April 1, 2005,
between MM(2) Group, Inc. and Cornell Capital Partners, LP.
6. Investor Registration Rights Agreement related to the Debenture, dated April
1, 2005, between MM(2) Group, Inc. and Cornell Capital Partners, LP.
7. Security Agreement, dated April 1, 2005, between MM(2) Group, Inc. and
Cornell Capital Partners, LP.
8. Escrow Agreement related to the SEDA, dated April 1, 2005, between MM(2)
Group, Inc., Cornell Capital Partners, LP and Xxxxx Xxxxxxxx, Esq.
9. Irrevocable Transfer Agent Instructions, dated April 1, 2005 between MM(2)
Group, Inc., Inc. and Fidelity Transfer Company.
10. Placement Agent Agreement dated April 1, 2005 between MM(2) Group, Inc.,
Monitor Capital, Inc. and Cornell Capital Partners, LP.
11. Form of Warrant granted to Cornell Capital Partners, LP to purchase up to
750,000 Class A Common Stock Shares of MM(2) Group, Inc.
