ASSIGNMENT AGREEMENT
Exhibit
10.2
This
Agreement is made and entered into on the 14th day of July 2008, by and between
Xxxxxxx Holdings. Inc., a Nevada corporation ("Xxxxxxx"), and MIRA, LLC, a
Nevada limited liability company ("MIRA").
WHEREAS,
Xxxxxxx and MIRA have previously entered into a New Business Development
Agreement dated June 14, 2008 (the "Consulting Agreement"), pursuant to which
MIRA has and continues to provide consulting services to Xxxxxxx relating to the
creation of a new business opportunity for Xxxxxxx;
WHEREAS,
pursuant to the Consulting Agreement, MIRA has identified Xxxxxxx Mortgage
Corp., a Florida corporation engaged in the mortgage lending business in the
state of Florida and approximately 17 other states ("Xxxxxxx");
WHEREAS,
on July 1, 2008, MIRA entered into a Stock Purchase Agreement, with the
shareholder of Xxxxxxx to purchase all of the outstanding shares of common stock
of Xxxxxxx, a form of which is attached hereto as Exhibit 1;
WHEREAS,
MIRA desires to assign to Xxxxxxx all of its rights, titles, and interests in
and to the Stock Purchase Agreement
WHEREAS,
Xxxxxxx desires to accept such assignment and to be fully bound by the terms of
the Stock Purchase Agreement;
It is
therefore agreed, for $1.00 and other value consideration the receipt and
sufficiency of which is hereby acknowledged by the parties hereto:
1. Assignment. MIRA
hereby assigns to Xxxxxxx all of MIRA's rights, titles, and interests in and to
the Stock Purchase Agreement and relinquishes to Xxxxxxx any and all interests
MIRA holds therein. This assignment is an assignment of the entire Stock
Purchase Agreement.
2. Acceptance of the
Assignment. Xxxxxxx hereby accepts MIRA's assignment of the Stock
Purchase Agreement and covenants to perform all obligations therein required of
MIRA and to faithfully perform, adhere to, and satisfy all such terms,
representations, warranties, and conditions therein imposed upon or to which
MIRA is subject as if such obligations, terms, representations, warranties, and
conditions are and have been Beverly's from and including July 1,
2008.
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XXXXXXX
HOLDINGS, INC.
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MIRA, LLC | |||
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/s/
Xxxxxxxx
Xxxxxxxx
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/s/
Xxxxx Xxxxxxxxx,
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Xxxxxxxx
Xxxxxxxx
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Xxxxx
Xxxxxxxxx, Co-Manager
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CEO
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