EXHIBIT 8
ASSIGNMENT AND ASSUMPTION OF SECURITIES
---------------------------------------
ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of May 10,
2000, by and between Computer Outsourcing Services, Inc., a Delaware corporation
(the "Company"), each of the assignors party hereto (collectively, the
"Assignors"), and each of the assignees party hereto (collectively, the
"Assignees"). Capitalized terms used herein, unless otherwise defined herein,
shall have the meanings assigned to such terms in the Securities Purchase
Agreement referred to below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, DB Capital Investors, L.P. and the Assignors
have executed a Securities Purchase Agreement, dated as of April 7, 2000 (the
"Securities Purchase Agreement");
WHEREAS, each of the Assignors desires to assign its interest in the
Securities to the Assignors;
WHEREAS, the Company desires to permit the assignment of the Assignors
interests in the Securities to the Assignors.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the Assignors and the
Assignees agree as follows:
1. The Assignors by this instrument do hereby absolutely assign,
convey, grant, transfer and deliver unto the Assignees all of the Assignors'
right, title and interest existing at the time of this Agreement in the
Securities set forth below and all of Assignors' rights and obligations under
the Securities Purchase Agreement.
Shares of
Series A
Assignor Preferred Stock Warrants
-------- --------------- --------
Sandler Capital Partners IV, L.P. 48,605.9 781,985
Sandler Capital Partners IV FTE, L.P. 19,853.1 319,402
Sandler Internet Partners, L.P. 5,245.9 84,398
Sandler Co-Investment Partners, L.P. 4,983.6 80,178
-------- -------
Total 78,688.5 1,265,963
======== =========
2. Assignees hereby assume and agree to pay or cause to be paid or
otherwise discharge, perform and fulfill or cause to be discharged, performed
and fulfilled, as they become due and payable all obligations of Assignors
arising on or subsequent to the Closing Date which arise out of or are related
to the Securities Purchase Agreement.
Shares of
Assignee Series A
Preferred Stock Warrants
--------------- --------
Sandler Capital Partners V, L.P. 71,606.5 1,152,026.3
Sandler Internet Partners, L.P. 5,245.9 84,397.5
Sandler Co-Investment Partners, L.P. 1311.5 21,099.4
Price Family Limited Partners 262.3 4,219.9
Xxxxxx, X.X. 262.3 4,219.9
-------- -----------
Total 78,688.5 1,265,963
======== ===========
3. By its execution and delivery hereof the Company consents to the
assignments and assumptions contemplated hereby and releases Assignors in full
from any obligation or liability of any nature whatsoever which Assignors may
have had under the Securities Purchase Agreement.
4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK REGARDLESS OF THE LAWS THAT MIGHT
OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
5. This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement. Each party need not sign
the same counterpart.
IN WITNESS WHEREOF, the Company, the Assignors and the Assignees have
caused this Agreement to be signed on its behalf by its officer thereunto duly
authorized as of the date first written above.
COMPUTER OUTSOURCING SERVICES, INC.
By:/s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: CEO
ASSIGNORS:
SANDLER CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
SANDLER CAPITAL PARTNERS IV FTE, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
SANDLER INTERNET PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
SANDLER CO-INVESTMENT PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
ASSIGNEES:
SANDLER CAPITAL PARTNERS V, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
SANDLER INTERNET PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
SANDLER CO-INVESTMENT PARTNERS, L.P.
By: Sandler Investment Partners, L.P.,
General Partner
By: Sandler Capital Management,
General Partner
By: MJDM Corp., a General
Partner
By /s/ Xx Xxxxxxxxx
-----------------------------
Name: Xx Xxxxxxxxx
Title: Managing Director
PRICE FAMILY LIMITED PARTNERS
By /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx,
General Partner
XXXXXX, X.X.
By /s/ Xxxx Xxxxxxxx
------------------------------
Name: Xxxx Xxxxxxxx,
General Partner
