ASSIGNMENT AND ASSUMPTION ON
AGREEMENT AMONG BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION,
AMERICAN MARKETING & SALES, INC., AND THE PRINCIPAL
SHAREHOLDERS.
This Assignment
and Assumption Agreement is dated as of March 17, 2009 (the
“Agreement”), between Blue Earth Solutions, Inc., a
Nevada corporation (“Buyer” or “Blue
Earth”), Datameg Corporation, a Delaware corporation
(“Datameg” or “Seller” or “Parent
Maker”), American Marketing & Sales, Inc., a
Massachusetts corporation (the “Company” or
“American Marketing”) and Leonard J. Tocci, Lynel J.
Tocci, Leanne J. Whitney, and Linnea J. Clary. Leonard J. Tocci
(collectively, the “Principal
Shareholders”). This Assignment and Assumption
Agreement is entered into on the basis of the following facts,
understandings and intentions of the parties.
RECITALS
A. On November
28, 2007, Datameg Corporation, a Delaware corporation
(“Datameg”), American Marketing & Sales, Inc., a
Massachusetts corporation (the “Company”) and Leonard
J. Tocci, as the duly authorized representative of the Principal
Shareholders, entered into a Secured Promissory Note (the
“Note”), a true and correct copy of which is attached
hereto as Exhibit A. The Note was entered into as part of the
purchase agreements and as consideration for Datameg’s
purchase of all of the outstanding stock of the Company.
B. As of
December 31, 2008, the amount of additional principal cash loans
made by the Company to Datameg or its subsidiaries is $1,178,000
with interest due in the amount of $240,000, bring the total amount
due on the Note as of December 31, 2008 to $1,418,000.
C. In addition
to the Security mentioned in the Note, Datameg secured further cash
loans from the Company by delivering to the Principal
Shareholders’ attorney the stock certificate, stock power
and UCC-1 filing representing its ownership of all of
the outstanding shares of Datameg’s wholly owed subsidiary,
NetSymphony Corporation.
D. The term of
the Note ends on November 28, 2009 as does that certain Maker and
Holder’s Election as defined in the Note.
E. Pursuant to
a Stock Purchase Agreement of even date herewith, Buyer seeks to
purchase the Company from Seller, in part by assumption of the
Note, which assumption requires the consent of Leonard J. Tocci as
representative of the Principal Shareholders. Buyer and Seller are
each willing to compensate the Principal Shareholders for
consenting to: (1) the sale, (2) the assumption, (3) an extension
of the Note term for one year, (4) the release of the Security
interest in NetSymphony stock, (5) the continuation of the 60 day
acceleration provision for payment of the Note and (6) the election
to the Principal Shareholders to receive, for now, cash payment for
principal and interest due on the Note subject to Principal
Shareholders right to convert said amounts to Buyer’s commons
shares at their subsequent election.
F. Upon transfer of ownership of the
Company to Buye
