Exhibit E(2)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement dated as of ___________, 199_, is between Xxxxx Equity,
Inc., a Florida corporation (the "Company"), AP-KEI Holdings, LLC, a Delaware
limited liability company (the "Investor") and _________________, a _________
(the "Permitted Assignee").
WHEREAS, under the terms of that certain Stock Purchase Agreement dated
as of October __, 1996 (the "Stock Purchase Agreement") by and between the
Company and the Investor, the Investor Beneficially Owns _____ shares of Common
Stock (the "Stock"), which are Permitted Securities under the Stock Purchase
Agreement;
WHEREAS, in connection with its pledge of the Stock to the Permitted
Assignee, Investor desires to assign its rights under the Stock Purchase
Agreement to the Permitted Assignee to the extent permitted in Section 9.4
thereof;
WHEREAS, it is a condition to the validity of such assignment that the
Permitted Assignee execute and deliver to the Company this Assignment and
Assumption Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledges, the parties agree as follows:
1. Definitions. Capitalized terms are used herein with the meanings
provided in the Stock Purchase Agreement.
2. Assignment. Investor hereby transfers, assigns and sets over to
Permitted Assignee all of its right, title and interest in and to, and its
rights under, the Stock Purchase Agreement.
3. Assumption. Permitted Assignee hereby agrees with the Company to
assume and be bound by all of the obligations of the Permitted Assignee to the
Company under the Stock Purchase Agreement. Assignee confirms to the Company
that it is an Eligible Institution and a Permitted Assignee, as defined in the
Stock Purchase Agreement. It further agrees and confirms that it shall not
assign this Agreement or any part thereof to any third party.
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be duly executed as of the day and year first above
written.
XXXXX EQUITY, INC.
By_________________________________
Name:
Title:
AP-KEI HOLDINGS, LLC, as Investor
By AP-MM KEI HOLDINGS, LLC,
its Managing Member
By KRONUS PROPERTY, INC,
its Managing Member
By___________________________
Name:
Title:
Permitted Assignee
By_________________________________
Name:
Title:
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