Assignment And Amendment Agreement Template

This Assignment and Modification Agreement (this “Agreement”), which dates from the date referred to above (“Effective Date”), is entered into by and between (i) Liberated Solutions, Inc., a Nevada company (“Liberated”); (ii) Ngen Technologies USA Corp, a Texas company (“Ngen”), (iii) Clifford Rhee (“Mr. Rhee”) and (iii) the counterparties mentioned on the signature pages (a “Lender” and, together, the “Lenders”). (“MSSF”), MORGAN STANLEY & CO. INCORPORATED (“MS&Co”) and MORGAN STANLEY SENIOR FUNDING (NOVA SCOTIA) CO. (“MSNS”, and together with MSSF and MS&Co the “Morgan Stanley Entities”), the lenders (the “Required Lenders”) and WILMINGTON TRUST FSB (“Wilmington Trust”), and is managed by Mitel Networks, Inc., Mitel US Holdings, Inc., Mitel (Delaware), Inc. .