EX-10.7 8 v036123_ex10-7.txt ASSIGNMENT AGREEMENT KNOW ALL MEN BY THESE PRESENTS, that on this 17th day of February, 2006, CORNELL CAPITAL PARTNERS, LP. (the "Assignor") does hereby agree to the following for and in consideration of the sum of $1,611,231.78 and other good and valuable consideration received from the persons listed on Exhibit "A" hereto (the "Assignee"): 1. NOTES. Assignor is the legal and beneficial owner of those certain Promissory Notes set forth on Exhibit A (the "Notes"), delivered by Pick Ups Plus, Inc. (the "Company") to the Assignor. The Assignor hereby absolutely, irrevocably and unconditionally sells, assigns, conveys, contributes and transfers to the Assignee for ONE MILLION SIX HUNDRED ELEVEN THOUSAND TWO HUNDRED THIRTY ONE AND 78/100 DOLLARS ($1,611,231.78) the Notes and all of its rights thereunder, including without limitation the right to collect from the Company the principal amounts outstanding plus accrued but unpaid interest thereunder as of the date hereof as set forth opposite Assignee's name on Exhibit "A." This assignment is made free and clear of any and all claims, liens, demands, restrictions or encumbrances of any kind whatsoever. The Assignor shall hereby provide the original Notes to the Assignee upon the execution of this Agreement. 2. REPRESENTATIONS AND WARRANTIES. The Assignor hereby represents and warrants to and covenants with the Assignee that the Assignor has full right and authority to enter into and perform their obligations under this Assignment. 3. ADDITIONAL DOCUMENTS. The Assignor agrees to execute any and all other documents which are, in the opinion of the Assignee or its counsel, necessary to carry out the terms and conditions of this Assignment. 4. EFFECTIVE DATE AND COUNTERPART SIGNATURE. This Assignment Agreement shall be effective as of the date first written above. This Assignment Agreement, 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. IN WITNESS WHEREOF, the Assignor has executed this Assignment Agreement on the day and year first above written. [SIGNATURE PAGE TO IMMEDIATELY FOLLOW] THE ASSIGNOR: CORNELL CAPITAL PARTNERS, LP. By: Yorkville Advisors, LLC Its: General Partner By: /s/ Mark Angelo ----------------------------------- Name: Mark Angelo Its: Portfolio Manager ACCEPTANCE OF ASSIGNMENT The undersigned, being the Assignee set forth above, does hereby acknowledge and accept the foregoing Assignment on this 17th day of February, 2006. ASSIGNEE: NEOMEDIA TECHNOLOGIES, INC. By: /s/ David A. Dodge ------------------------------------ Name: David A. Dodge Its: Chief Financial Officer CONSENT Pick Ups Plus, Inc. hereby consents to the assignment of the Debentures from the Assignor to the Assignee. Pick Ups Plus, Inc. By: ------------------------------------ Name: Its: -EXHIBIT "A"
OUTSTANDING PRINCIPAL INTEREST ASSIGNEE NAME: PROMISSORY NOTE AMOUNT: RECEIVABLE PURCHASE PRICE: --------------- ------------------ --------------------- ---------- -------------- Cornell Capital September 30, 2003 $ 290,000 $146,064.66 $ 436,064.66 Partners, LP Cornell Capital October 15, 2004 $ 250,000 $ 42,369.86 $ 292,369.86 Partners, LP Cornell Capital June 6, 2005 $ 225,000 $ 18,936.99 $ 243,936.99 Partners, LP Cornell Capital August 4, 2005 $ 600,000 $ 38,860.27 $ 638,860.27 Partners, LP TOTAL $ 1,365,000 $246,231.78 $1,611,231.78