EXHIBIT 2.1
ASSIGNMENT OF MEMBERSHIP INTEREST
THIS ASSIGNMENT OF MEMBERSHIP INTEREST is dated as of October 1, 2002
(the "Effective Date"), by and between INVENTORY FINANCING PARTNERS, LLC (the
"Assignor") and PRIORITY FULFILLMENT SERVICES, INC. (the "Assignee").
WITNESSETH:
WHEREAS, the Assignor is the record and beneficial owner of a 51%
membership interest (the "LLC Interest") in BUSINESS SUPPLIES DISTRIBUTORS
HOLDINGS, LLC, a Delaware limited liability company (the "Company"); and
WHEREAS, the Assignor has agreed to convey, transfer and assign to the
Assignee the LLC Interest; and
WHEREAS, the Assignor desires to sell, convey, transfer and assign to
the Assignee the Assignor's right, title and interest in and to all of the LLC
Interest in accordance with the terms and provisions of this Assignment;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and promises contained herein, the parties hereto agree as follows:
1. Assignment. The Assignor by these presents does hereby convey,
transfer and assign to the Assignee, its legal representatives, successors and
assigns, free and clear of all liens, claims and encumbrances, all of the
Assignor's right, title and interest in, to and under, any and all equity or
ownership interest, right or privilege in the Company, including without
limitation, all of the Assignor's right, title and interest in and to the LLC
Interest, effective as of the Effective Date.
TO HAVE AND TO HOLD the LLC Interest unto the Assignee, its legal
representatives, successors and assigns forever.
2. Purchase Price. In consideration for the sale, transfer, conveyance
and assignment of the LLC Interest, the Assignee shall pay to the Assignor the
sum of $331,758.
3. Power of Attorney. Assignor hereby irrevocably constitutes and
appoints Assignee, and any of its officers or employees thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of Assignor and in the name of
Assignor or its own name, for the purpose of carrying out all actions as may be
necessary to effectuate the transfer and assignment of the LLC Interest to
Assignee hereunder and Assignee's ownership of the LLC Interest thereof, and to
take any other appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of
this Agreement and,
without limiting the generality of the foregoing, Assignor hereby gives Assignee
the power and right, on behalf of Assignor, without notice to or assent by
Assignor, to do the following:
(i) to commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction relating to or
arising out of the transfer and assignment of the LLC Interest to Assignee
hereunder,
(ii) to enforce any other right in respect thereof, to defend any
suit, action or proceeding brought against Assignee or Assignor with respect
thereto,
(iii) to settle, compromise or adjust any suit, action or
proceeding described above and, in connection therewith, to give such discharges
or releases as Assignee deems appropriate, and
(iv) to take any other action or proceeding in any court of law
or equity otherwise deemed appropriate by Assignee for the purpose of
effectuating or enforcing the transfer and assignment of the LLC Interest to
Assignee hereunder or Assignee's benefits under the LLC Interest;
Assignor hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof. This power of attorney is a power coupled
with an interest and shall be irrevocable. The powers conferred on Assignee, or
any of its officers or employees hereunder are solely to protect the interests
of Assignee in effectuating or enforcing the transfer and assignment of the LLC
Interest hereunder and shall not impose any duty upon it to exercise any such
powers. Assignee and its officers, employees or agents shall not be responsible
to Assignor for any act or failure to act, except for its gross negligence or
willful misconduct.
4. Consents. This Assignment shall be subject to any and all required
consents and approvals of all governmental authorities and third parties having
the legal or contractual right to consent or withhold consent hereto, and the
transactions described herein shall not be deemed effective in the event any
such required consent or approval shall not be obtained or granted.
5. Binding Nature. This Assignment shall be binding upon and shall
inure to the benefit of the Assignor and the Assignee and their respective
heirs, legal representatives, successors and assigns.
6. Governing Law. The Assignment shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has duly executed this Assignment
of Membership Interest as of the date first above written, effective as of the
Effective Date.
ASSIGNOR:
INVENTORY FINANCING PARTNERS, LLC
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, Manager
ASSIGNEE:
PRIORITY FULFILLMENT SERVICES, INC.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, Executive Vice President
