Exhibit 2.3
ASSIGNMENT OF RIGHTS IN
STOCK PURCHASE AGREEMENT
WHEREAS:
a. On January 31, 2000, Xxxxxxx XxXxx entered into a Stock Purchase Agreement
(the "Agreement") with Xxxxx Acquisition Company, Inc., d/b/a Southwest
Products Company, Inc. (the "Company"), Sunbase Asia, Inc. and Xxxxxx X.
Xxx, Trustee, to purchase all of the outstanding stock of the Company from
Sunbase Asia, Inc. and Xxxxxx X. Xxx, Trustee.
b. The Agreement does not permit the assignment of a party's rights under the
Agreement without the written consent of the other parties.
c. As previously disclosed to the Trustee, Xxxxxxx XxXxx wishes to purchase
the Company stock with two other current management employees of the
Company, so that their combined ownership of the Company will be Xxxxxxx
XxXxx - 70%, Xxxxx X. Brothers - 15% and Xxxx X. Xxxxxx - 15%.
d. The lender who will be financing the purchase has requested that its loan
be made directly to the Company rather than the individual purchasers.
e. In order to structure the purchase with a loan to the Company, Xxxxxxx
XxXxx, Xxxxx X. Brothers and Xxxx X. Xxxxxx plan to create a new
corporation which will actually purchase the stock of the Company and
simultaneously merge with the Company, leaving the Company as the surviving
corporation. That would place the loan with the Company as requested by the
lender, and the Company would be owned 70% by Xxxxxxx XxXxx, 15% by Xxxxx
X. Brothers and 15% by Xxxx X. Xxxxxx.
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f. Accordingly, Xxxxxxx XxXxx wishes to assign his right to purchase all
of the stock of the Company to the new corporation to be formed under
the name "XxXxx, Brothers & Horany Acquisition Corp.," the shares of
which will be owned 70% by Xxxxxxx XxXxx, 15% by Xxxxx X. Brothers and
15% by Xxxx X. Xxxxxx.
g. The Company, Sunbase Asia, Inc. and Xxxxxx X. Xxx, Trustee, wish to
consent to that assignment.
ACCORDINGLY:
Xxxxxxx XxXxx hereby assigns to XxXxx, Brothers & Horany Acquisition
Corp., a corporation owned 70% by Xxxxxxx XxXxx, 15% by Xxxxx X. Brothers and
15% by Xxxx X. Xxxxxx, all of his right, title and interest in and to the
Agreement, including all of his duties, obligations and responsibilities
thereunder. Xxxxxxx XxXxx acknowledges and agrees that this assignment to XxXxx,
Brothers & Horany Acquisition Corp. will not relieve him personally of any of
the duties, obligations and responsibilities he has under the Agreement or any
other agreement or guaranty executed in connection therewith.
Dated: March 24, 2000 /s/ Xxxxxxx XxXxx
-----------------------------
Xxxxxxx XxXxx
ACCEPTANCE OF ASSIGNMENT
On behalf of XxXxx, Brothers & Horany Acquisition Corp., we hereby accept
this assignment and agree to be bound by all of the duties, obligations and
responsibilities of the purchaser under the Agreement.
Dated: March 24, 2000 /s/ Xxxxxxx XxXxx
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Xxxxxxx XxXxx
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Dated March 24, 2000 /s/ Xxxxx X. Brothers
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Xxxxx X. Brothers
Dated March 24, 2000 /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
CONSENT TO ASSIGNMENT
We hereby consent to the above assignment.
Xxxxx Acquisition Company, Inc.
d/b/a Southwest Products Company, Inc.
Dated: March 24, 2000 /s/ Xxxxxx X. Xxx
---------------------------------
Xxxxxx X. Xxx, Chairman
Sunbase Asia, Inc.
Dated: March 27, 2000 /s/ Xx Xxxx Fai (Xxxxx)
---------------------------------
Xx Xxxx Fai (Xxxxx), Chief Fin'l
Officer
Dated: March 24, 2000 /s/ Xxxxxx X. Xxx
---------------------------------
Xxxxxx X. Xxx, Trustee
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