ASSUMPTION
AGREEMENT
THIS AGREEMENT
is made effective as of the 29th day
of September, 2009.
AMONG:
TECHNOLOGY PUBLISHING, INC.
, a Nevada corporation, having
an
address at 10 Van Stassen Blvd., Toronto, Ontario, Canada M6S
2N3
(“ Pubco ”)
AND:
NEXAIRA INC. , an Alberta corporation, having an address c/o
1404 – 510
West Hastings Street, Vancouver, British Columbia, Canada V6B
1L8
(“ Priveco ”)
AND:
0793296 BC LTD. , a British Columbia corporation, having an
address at
1404 – 510 West Hastings Street, Vancouver, British Columbia,
Canada
V6B 1L8
(the
“ Debt Holder ”)
WHEREAS:
A.
Priveco is indebted to the Debt Holder pursuant to a convertible
debenture issued in favour of the Debt Holder dated June 19, 2007
(the “ Priveco Debenture ”), in the principal
sum of US$1,950,000 in United States currency;
B.
Pursuant to the terms of a share exchange agreement dated September
28, 2009 (the “ Exchange Agreement ”) among
Pubco, Priveco and the Debt Holder, among others, Priveco has
agreed to assign, and Pubco has agreed to assume, Priveco’s
liability and obligation to repay US$1,600,000 of the principal
amount of the Priveco Debenture (the “ ›Assumed
Amount ”) to the Debt Holder as contemplated under the
Exchange Agreement (the “ Assumption ”);
and
C.
The Debt Holder wishes to enter into this Agreement, based on the
terms set forth herein, to consent to the Assumption.
THEREFORE, in consideration of
the mutual covenants and agreements contained herein, and for other
good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged by each of the parties hereto) the
parties hereto covenant and agree as follows:
1.
ASSIGNMENT
1.1
Priveco does hereby transfer, assign and set over unto Pubco all of
the debts, liabilities, obligations related to the Assumed Amount
due or hereafter due to the Debt Holder.
- 2 -
2.
ASSUMPTION
2.1
Pubco does hereby assume all debts, liabilities and obligations of
Priveco related to the Assumed Amount due or hereafter due to the
Debt Holder.
3.
CONVERSION
3.1
Upon the demand of the Debt Holder, Pubco will issue 19,250,000
shares of Pubco common stock to the Debt Holder in full
satisfaction and settlement of the Assumed Amount.
4.
REMAINING PRIVECO DEBT
4.1
