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