ASSIGNMENT AND ASSUMPTION OF
STOCK PURCHASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF STOCK PURCHASE AGREEMENT
made as of this 25th day of June, 0000, xxxxxxx XXXXX XXXXXXXX TRADING
ACQUISITION COMPANY, INC., a Delaware corporation to be renamed North Atlantic
Trading Company, Inc. and the successor in interest to NTC Holding, LLC
("Assignor"), and NORTH ATLANTIC OPERATING COMPANY, INC., a Delaware corporation
and wholly-owned subsidiary of Assignor ("Assignee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, reference is made to a certain Assignment and
Assumption, dated as of the date hereof, whereby NTC Holding, LLC ("LLC")
assigned to Assignor, as its successor in interest, all of its rights, title and
interests in and to, and Assignee assumed all obligations relating thereto, all
of the assets and properties LLC, including, without limitation, all of LLC's
rights interests, and obligations under that certain Stock Purchase Agreement
(the "Stock Purchase Agreement"), dated as of April 17, 1997, between NATC
Holding Company, Ltd., a Bermuda corporation, and LLC; and
WHEREAS, Section 12.11 of the Stock Purchase Agreement
permits Assignor to assign all of its rights, interest and obligations under
the Stock Purchase Agreement to a wholly-owned
subsidiary of Assignor; and
WHEREAS, Assignee is a wholly-owned subsidiary of
Assignor; and
WHEREAS, Assignor desires to assign all of its right, title
and interest in and to the Stock Purchase Agreement to Assignee as a
contribution to its capital, and Assignee desires to accept such assignment and
assume all of the obligations of Assignor under the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Assignor hereby assigns, transfers and conveys to Assignee
all of Assignor's rights, title and interests under the Stock Purchase
Agreement.
2. Assignee accepts said assignment by Assignee of all of
Assignor's rights, title and interests in the Stock Purchase Agreement and
Assignee hereby agrees to assume and perform all of Assignor's obligations under
the Stock Purchase Agreement; provided, however, that, as required pursuant to
Section 12.11 of the Stock Purchase Agreement, LLC shall remain primarily liable
thereunder.
3. This Assignment and Assumption of Stock Purchase Agreement
shall be binding upon Assignor and Assignee and shall
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be governed by the laws of the State of New York without regard to its
principles of conflict of laws.
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IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption of Stock Purchase Agreement as of the date first
stated above.
NORTH ATLANTIC TRADING
ACQUISITION COMPANY, INC.
By: ______________________________
Xxxxxx X. Xxxxx, Xx.
President
NORTH ATLANTIC OPERATING COMPANY, INC.
By: ______________________________
Xxxxxx X. Xxxxx, Xx.
President
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