ASSIGNMENT AGREEMENT
Exhibit 1
This ASSIGNMENT AGREEMENT (this “Agreement”), dated as of December 19, 2003, between CHILDCARE ASSOCIATES, a New York partnership (“Assignor”), and XXXXXXXX PARTNERS (“Assignee”), a New York partnership, for the benefit of the individuals and entities listed on the attached Exhibit A (the “Beneficial Owners”).
W I T N E S S E T H:
WHEREAS, Assignor and a number of other partnerships and entities (the “Xxxxxxx Funds”) controlled, directly or indirectly, by Xxxxxx X. Xxxxxxx (“Xxxxxxx”), will be liquidated immediately upon the completion of the transactions contemplated by this Agreement, and all assets held by the Xxxxxxx Funds (including all of their respective shares of common stock of Childtime Learning Centers, Inc., a Michigan corporation (the “Company”)), will be distributed pro rata to the partners, direct and indirect, of the Xxxxxxx Funds (the “Liquidation”);
WHEREAS, prior to the Liquidation, Assignee, on behalf of the Beneficial Owners, offered to purchase the Company shares from Assignor, at the direction of such partners, for $0.88 per share, the subscription price applicable to the common stock component of the Company’s rights offering, completed May, 2003 (the “Offer”); and
WHEREAS, partners, direct and indirect, of Assignor (the “Selling Partners”) entitled to receive an aggregate amount of 928,777 Company shares (the “Shares”) pursuant to the Liquidation have accepted the Offer.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1. Sale of Shares. Pursuant to directions received from the Selling Partners, Assignor hereby sells, conveys, assigns, transfers and delivers to Assignee, the Shares. Assignor agrees to deliver to Assignee all duly executed stock powers and other transfer documents that Assignee or its agents require to effectuate the transfer of Shares contemplated by this Agreement.
2. Purchase of Shares; Consideration. Assignee hereby purchases the shares from Assignor for an amount equal to $817,323.76 (the “Purchase Price”). The Purchase Price will be delivered to Assignor by wire transfer or check of immediately available funds. Upon the Liquidation, Assignor will distribute the Purchase Price to the Selling Partners in accordance with such partner’s pro rata interest in Assignor.
3. Beneficial Owners. Assignee is purchasing the Shares for the benefit of the Beneficial Owners.
4. Successors and Assigns. This Agreement and the covenants and agreements set forth herein shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
Page 58 of 66 pages
5. Further Assurances. From time to time, at either party’s request and without further consideration, the other party will execute and deliver or cause to be executed and delivered such other instruments and take such other actions as the requesting party or its counsel may reasonably request to carry out the purpose and intention of this Agreement.
6. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement.
7. Amendment. This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the parties hereto.
8. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.
| CHILDCARE ASSOCIATES, a New York partnership |
||||
| By: | ||||
| Xxxxxx X. Xxxxxxx, Managing Partner | ||||
| XXXXXXXX PARTNERS, a New York partnership |
||||
| By: | ||||
| Xxxxxxxx X. Xxxxxxxx, Managing Partner | ||||
Page 60 of 66 pages
Exhibit A
Beneficial Owners
| Name of Beneficial Owner | Number of Company Shares | |||
Xxxx X. Xxxxxxx |
12,146 | |||
Xxxxxx X. Xxxxxxxx, Xx. |
12,146 | |||
Xxxxxx Xxxxxx |
97,168 | |||
Xxxxx X. XxXxxxx |
6,073 | |||
Xxxxxx Xxxxxxx |
12,146 | |||
Xxxxxx Xxxxxxx, Trustee |
12,146 | |||
Xxxxxx Xxxxxxxx |
34,380 | |||
Xxxx Xxxxxx |
18,219 | |||
Xxxxx X. Xxxxxxx Trust |
31,579 | |||
Xxxxxxx X. Xxxxxxx Trust |
10,931 | |||
Xxxxxx X. Xxxxxxx Trust |
10,931 | |||
Xxxxx X. Xxxxxxx, Xx. Trust |
10,931 | |||
Xxxxxx X. Xxxxxxx Trust |
10,931 | |||
Xxxxxx Xxxxxx |
12,146 | |||
Xxxxx X. Xxxxxxx |
24,292 | |||
Trust FBO the Children of Xxxxxxx X. Xxxxxxx |
6,073 | |||
Tatnall X. Xxxxxxx |
12,146 | |||
Trust FBO the Children of Xxxxx X. Xxxxxxx, Xx. |
12,146 | |||
Xxxxxx X. Xxxxxxx |
12,146 | |||
Xxxxxx Xxxxx |
12,146 | |||
Merifin Capital, N.V |
24,292 | |||
Xxxxxx Xxxxx |
24,292 | |||
Xxxxxx Xxxxxx |
12,146 | |||
Xxxxxxx X. Xxxxxx |
18,219 | |||
Xxxxxxx X. Xxxxxx, XXX |
6,073 | |||
Woodbrook MB L.P. |
34,009 | |||
Xxxxxx Xxxx |
6,072 | |||
Xxxxxx X. Xxxxxxx III |
18,219 | |||
Xxxxxx Family Trust |
12,146 | |||
Wilmington Securities, Inc. |
106,885 | |||
Xxxxxxxx X. Xxxxxx |
12,146 | |||
Juliet Challenger, Inc. |
60,730 | |||
Xxxxxxx Xxxxx |
6,073 | |||
Xxxxxx X. Xxxxxx Revocable Trust |
6,073 | |||
Xxxxxx X. Dub |
2,429 | |||
Xxxx Xxxxxxx |
12,146 | |||
Xxxxx Xxxxxx |
28,307 | |||
Xxxx Xxxxxxxxx |
6,073 | |||
Xxxxx Xxxxxx |
12,146 | |||
Page 61 of 66 pages
| Name of Beneficial Owner | Number of Company Shares | ||||
Xxxxxx X. Xxxxxxx |
11,363 | ||||
Xxxxxxx X. XxxXxxx |
11,363 | ||||
Xxxxxxxx X. Xxxxx |
22,234 | ||||
Amcito Partners |
22,234 | ||||
Xxxxxx Xxxxxx |
22,234 | ||||
HVS Boxers, LLC |
22,234 | ||||
Xxxxxx Xxxxxxx |
22,234 | ||||
Xxxxxxxx X. Xxxxxxxx |
15,583 | ||||
Total |
928,777 | ||||
Page 62 of 66 pages
