STOCK ASSIGNMENT AGREEMENT
THIS STOCK PURCHASE ASSIGNMENT (the "Assignment") for the transfer of all
interest in Get Ahead Bookstores, Inc., a Nevada corporation (the
"Corporation") is made effective January 1, 1998, between Xxxx Xxxx Financial
Corporation, a Nevada corporation ("Buyer") and Xxxxxxx X. Xxxxxx, a resident
of the State of Washington ("Seller").
RECITALS
WHEREAS, the parties hereto desire to complete the Assignment upon the terms
and conditions hereinafter stated in order for the Corporation to become a
wholly owned subsidiary of the Buyer;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, it is agreed as follows:
AGREEMENT
1. SALE OF STOCK. Seller hereby agrees to assign all interests, rights and
claims in the Corporation to Buyer.
2. PURCHASE PRICE. The purchase price for the Assignment shall be One
Dollar and no cents ($1.00).
3. OPERATION OF BUSINESS. Seller shall continue to manage and direct the
operation of the Corporation including service on the Board of Directors as
agreed under the terms and conditions set forth in the Employment Agreement
effective September 15, 1997 and/or as subsequently modified.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
to Buyer as follows:
a. STOCK. Seller represents that none of the stock in the Corporation
has been issued, however, to the extent that there are any issued and
outstanding shares in the Corporation, Seller hereby assigns said
interest to Buyer.
5. INDEMNIFICATION. Purchaser agrees to indemnify and hold Seller harmless
from and against all damages that Seller may suffer, sustain, incur or become
subject to whether directly or indirectly, arising out of, based upon,
resulting from or in connection with the operation of the Corporation or
ownership of the assets of the Corporation before the Closing Date, including
without limitation liabilities arising from the sale of products sold by
Seller before the Closing Date.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Each party hereto covenants
and agrees that its representations and warranties contained in this
Agreement, and in any document delivered or to be delivered pursuant to this
Agreement in connection with Closing hereunder, shall survive Closing.
7. SUCCESSORS. This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their successors, heirs, personal representatives,
and assigns.
8. NOTICES. All notices, requests, demands, and other communications which
are required or may be given under this Agreement shall be in writing, unless
otherwise specified in this Agreement, and shall be deemed to have been duly
given if delivered personally or sent by certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to Seller: Xxxxxxx X. Xxxxxx
P. O. Xxx 000
Xxxx Xxxx, XX 00000
If to the Buyer: Xxxxx Xxxxx, Esq.
General Counsel
Xxxx Xxxx Financial Corporation
00000 Xxxxxxxxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
or to such other addresses any party shall have specified by notice in writing
to the other.
9. APPLICABLE LAW. This Agreement and the legal relations between the
parties hereto shall be governed by and in accordance with the law of the
State of Washington.
10. ATTORNEY'S FEES. In any action or proceeding brought by any party
against the other, the substantially prevailing party shall, in addition to
other allowable costs, by entitled to an award of reasonable attorney's fees.
11. HEADINGS. The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning and
interpretation of this Agreement.
12. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
ASSIGNOR:
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
ASSIGNEE:
Xxxx Xxxx Financial Corporation
By: /s/ Xxxx X. Xxxx
--------------------------------
Name: Xxxx X. Xxxx
Its: Chairman and Chief Executive Officer
