EXHIBIT III
ASSIGNMENT AGREEMENT
This Assignment Agreement, dated as of June 23, 1998, is made between and
among Xxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxx Xxxxxxx and Xxxx Xxxxxxx
(collectively "Sellers," and each individually a "Seller") and High Ridge
Capital Partners Limited Partnership, a Delaware limited partnership (the
"Fund").
WHEREAS, pursuant to the terms of that certain Stock Option Purchase
Agreement dated as of November 20, 1997, among the Sellers, the Fund and The
Seibels Xxxxx Group, Inc., a South Carolina corporation (the "Company") (the
"Stock Option Purchase Agreement"), the Sellers agreed to sell and assign, and
the Fund agreed to purchase, options ("Options") to purchase an aggregate of
703,124 shares of the common stock, par value $1.00 per share ("Common Stock"),
of the Company, and the Company has consented to such sale and assignment in
accordance with the terms of the Stock Option Purchase Agreement;
WHEREAS, all of the conditions set forth in the Stock Option Purchase
Agreement to the obligations of each party to consummate the transactions have
been satisfied.
NOW, THEREFORE, subject to the terms and conditions hereof and in
consideration of the promises contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Sellers jointly and severally on one hand and the Fund on the other hereto agree
as follows:
1. Sale and Assignment. Consistent with the terms of the Stock Option
-------------------
Purchase Agreement among the Sellers, the Fund and the Company, each of the
Sellers hereby sells, transfers and assigns to the Fund, Options for the
purchase of the number of shares of the Common Stock set forth next to the name
of such Seller below, together with all rights and interest attendant to such
Options, and each of the Sellers acknowledges receipt of cash in the amount of
$1 (One Dollar) from the Fund:
Number of Shares Number of Shares
Name 1998 Options 2000 Options
---- ------------ ------------
Xxxxxxx X. Xxxxxx 281,250 281,250
Xxxxxx X. Xxxxxx 56,250 56,250
Xxx Xxxxxxx and Xxxx Xxxxxxx 14,062 14,062
------- -------
351,562 351,562
2. Counterparts. This Agreement may be executed in two or more
------------
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as
of the date first above-written.
THE SELLERS:
/s/ Xxxxxxx X. Xxxxxx
__________________________
Xxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
__________________________
Xxxxxx X. Xxxxxx
/s/ Xxx Xxxxxxx
__________________________
Xxx Xxxxxxx
/s/ Xxxx Xxxxxxx
__________________________
Xxxx Xxxxxxx
THE FUND:
HIGH RIDGE CAPITAL PARTNERS
LIMITED PARTNERSHIP
By: HRC General Partner Limited
Partnership
Its: General Partner
By: High Ridge Capital LLC
Its: General Partner
/s/ Xxxxxx X. Xxxxx
By:____________________
Name: Xxxxxx X. Xxxxx
Title: Principal
