Exhibit 99.1
ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), made as of the
15th day of April, 2005 by and between 000 XXXXXX XXXXXX, XXX, x Xxx Xxxx
limited liability company, having an office at 0-0 Xxxxxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Assignee"), and
ELECTROGRAPH SYSTEMS, INC., a New York corporation, having an office at 000 Xxxx
Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Assignor").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Assignee, as landlord (successor-in-interest to General Electric
Capital Business Asset Funding Corporation), and Assignor, as tenant, are
parties to that certain Lease Agreement dated as of March 14, 2003 (the
"Lease"), pursuant to which Assignee leased to Assignor the real property known
as 00 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx (as more particularly described in
the Lease, the "Premises");
WHEREAS, Assignor, as sublandlord, and Water Boy, Inc. ("Subtenant"), as
subtenant, are parties to that certain Sub-Lease dated August 20, 2004, as
amended by that certain Amendment to Sub-Lease dated September 15, 2004 (such
Sub-Lease, as so amended, is hereinafter referred to as the "Sublease"),
pursuant to which Assignor subleased to Subtenant the Premises;
WHEREAS, upon the terms and conditions set forth in this Agreement, (i)
Assignor desires to assign to Assignee, effective as of the date of this
Agreement (the "Effective Date"), all of Assignor's right, title and interest in
and to the Lease, and (ii) Assignee desires to accept such assignment and assume
all of the terms, covenants, conditions, obligations and liabilities of Assignor
(as tenant) arising under the Lease from and after the Effective Date; and
WHEREAS, upon the terms and conditions set forth in this Agreement, (i)
Assignor desires to assign to Assignee, effective as of the Effective Date, all
of Assignor's right, title and interest in and to the Sublease, and (ii)
Assignee desires to accept such assignment and assume all of the terms,
covenants, conditions, obligations and liabilities of Assignor (as sublandlord)
arising under the Sublease from and after the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confirmed, Assignor and
Assignee hereby covenant and agree as follows:
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ARTICLE 1
ASSIGNMENT AND ASSUMPTION OF LEASE
Section 1.1. Assignment. Assignor hereby assigns to Assignee, effective as
of the Effective Date, all of Assignor's right, title and interest in and to the
Lease, to have and hold the same unto Assignee for all of the rest, residue and
remainder of the term thereof.
Section 1.2. Assumption. Assignee hereby consents to and accepts the
foregoing assignment of the Lease and assumes, undertakes and covenants to pay,
discharge, perform and be liable for all of the terms, covenants, conditions,
obligations and liabilities of Assignor arising under the Lease from and after
the Effective Date.
Section 1.3. "As Is" Condition. Assignee acknowledges and agrees that
Assignee is accepting the Premises and the leasehold estate created by the Lease
in their "as is" "where is" condition as of the Effective Date, without
representation or warranty of any kind (other than any representation and
warranty expressly set forth in this Agreement).
Section 1.4. Assignment Payment. Simultaneously with its execution of this
Agreement, Assignor has paid to Escrow Agent (as hereinafter defined) the sum of
$550,000.00 (the "Assignment Payment"), as consideration for the transactions
contemplated by this Agreement, which Assignment Payment shall be held and
applied pursuant to a separate escrow agreement between Assignor, Assignee and
Escrow Agent substantially in the form of Exhibit A annexed hereto (the
"Assignment Payment Escrow Agreement").
Section 1.5. Guaranty. Effective as of the Effective Date, the Guaranty (as
hereinafter defined) shall be deemed automatically terminated and of no further
force and effect. Assignee (in its capacity as the landlord under the Lease)
hereby unconditionally and irrevocably waives, releases and discharges
Manchester Technologies, Inc. (the "Guarantor"), the guarantor under the
Guaranty, and its partners, members, principals, officers, directors, agents,
employees, affiliates, successors and assigns (collectively, the "Guarantor
Parties") from and against all Claims (as hereinafter defined) which Assignee
(in its capacity as the landlord under the Lease) or the other Assignee Parties
(as hereinafter defined) or any of them ever had, now has, or hereafter can,
shall or may in the future have, against Guarantor and the other Guarantor
Parties or any of them arising out of or in any way relating to the Guaranty,
whether arising prior to, on or after the Effective Date. The term "Guaranty"
shall mean that certain Lease Guaranty Agreement dated as of March 14, 2003
given by Guarantor in favor of General Electric Capital Business Asset Funding
Corporation (predecessor-in-interest to Assignee) in connection with the Lease,
as the same may have been modified, amended or supplemented. Simultaneously with
its execution of this Agreement, Assignee has returned to Assignor all originals
of the Guaranty in its possession or control.
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ARTICLE 2
ASSIGNMENT AND ASSUMPTION OF SUBLEASE
Section 2.1. Assignment. Assignor hereby assigns to Assignee, effective as
of the Effective Date, all of Assignor's right, title and interest in and to the
Sublease and the Subtenant Security and Rent Deposit (as defined below), to have
and hold the same unto Assignee for all of the rest, residue and remainder of
the term thereof.
Section 2.2. Assumption. Assignee hereby accepts the foregoing assignment
of the Sublease and assumes, undertakes and covenants to pay, discharge, perform
and be liable for all of the terms, covenants, conditions, obligations and
liabilities of Assignor arising under the Sublease from and after the Effective
Date. Without limiting the generality of the foregoing, the obligations and
liabilities assumed by Assignee hereunder include (without limitation) the
obligation to properly apply the Subtenant Security and Rent Deposit in
accordance with the terms of the Sublease.
Section 2.3. Subtenant Security and Rent Deposit. Simultaneously with its
execution of this Agreement, Assignor (in addition to the Assignment Payment)
has paid to Assignee the sum of $45,900.00, which represents, and which payment
is being made to effectuate the transfer of, (x) the security deposit and (y)
the base rental due August 1, 2005, in each case, deposited by Subtenant under
Section 3 of the Sublease (such security deposit and base rental being referred
to herein as the "Subtenant Security and Rent Deposit"). Assignor represents to
Assignee that the Subtenant Security and Rent Deposit has not heretofore been
held in an interest-bearing account (and, accordingly, Assignor is not in
possession of any interest on the Subtenant Security and Rent Deposit).
Section 2.4. Letter to Subtenant. Simultaneously with its execution of this
Agreement, Assignor shall deliver to Assignee a letter from Assignor to
Subtenant pursuant to which (a) Subtenant is directed to pay all future rent
under the Sublease to Assignee, (b) Subtenant is directed to name Assignee as an
additional insured on certain insurance policies pertaining to the Premises, and
(c) Subtenant is advised that the Subtenant Security and Rent Deposit has been
transferred to Assignee.
Section 2.5. Apportionments. All fixed rent and additional rent or charges
payable by Subtenant under the Sublease have been apportioned as of the
Effective Date; it being the intent that (i) Assignor is entitled to all rent
payable under the Sublease through the day preceding the Effective Date and (ii)
Assignee is entitled to all rent payable under the Sublease from and after the
Effective Date.
ARTICLE 3
RELEASES
Section 3.1. Release by Assignor. Effective as of the Effective Date,
Assignor (in its capacity as the tenant under the Lease) hereby unconditionally
and irrevocably waives, releases and discharges Assignee and its partners,
members, principals, officers, directors, agents,
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employees, affiliates, successors and assigns (collectively, the "Assignee
Parties") from and against all actions, causes of action, suits, debts, dues,
assessments, late fees, sums of money, expenses, accounts, reckonings, bonds,
bills, specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, executions, obligations, duties,
claims, matters, liabilities, violations of law, fines, penalties,
responsibilities, attorneys' fees and disbursements, charges and demands
whatsoever, in law, admiralty or equity (collectively, "Claims") which Assignor
or its partners, members, principals, officers, directors, agents, employees,
affiliates, successors and assigns (collectively, the "Assignor Parties") or any
of them ever had, now has, or hereafter can, shall or may in the future have,
against the Assignee Parties or any of them arising out of or in any way
relating to the Lease, whether arising prior to, on or after the Effective Date.
Section 3.2. Release by Assignee. Notwithstanding anything contained in
Section 4.06 of the Lease, effective as of the Effective Date, Assignee (in its
capacity as the landlord under the Lease) hereby unconditionally and irrevocably
waives, releases and discharges Assignor and the other Assignor Parties from and
against all Claims which Assignee or the other Assignee Parties or any of them
ever had, now has, or hereafter can, shall or may in the future have, against
the Assignor Parties or any of them arising out of or in any way relating to the
Lease, whether arising prior to, on or after the Effective Date.
Section 3.3. Exceptions. The foregoing releases shall not apply to any
breach of this Agreement, including, without limitation, any inaccuracy in any
of the representations and warranties made by the parties, which representations
and warranties shall survive the Effective Date.
ARTICLE 4
CERTAIN REPRESENTATIONS AND WARRANTIES
Section 4.1. Assignor's Representations and Warranties. Assignor hereby
represents and warrants to Assignee that, as of the date hereof:
(a) Assignor is the sole holder of the tenant's interest under the
Lease; Assignor has not assigned or otherwise conveyed its interest in the
Lease; Assignor has not mortgaged or pledged its interest in the Lease as
collateral; and, except for the Sublease, there are no subleases by
Assignee that are currently in effect and that demise the whole or any
portion of the Premises;
(b) Assignor is the sole holder of the sublandlord's interest under
the Sublease; the Sublease is in full force and effect; a true and correct
copy of the Sublease is attached hereto as Exhibit B; Assignor has not
received any written notice from Subtenant asserting that Assignor is in
material default under the Sublease which remains uncured; Assignor has not
given any written notice to Subtenant asserting that Subtenant is in
material default under the Sublease which remains uncured; no rent payable
under the Sublease has been prepaid more than thirty (30) days in advance
other than any prepaid rent that constitutes a portion of the Subtenant
Security and Rent Deposit;
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(c) Assignor has the full corporate power and authority to execute and
deliver this Agreement (which shall be enforceable against Assignor in
accordance with the terms hereof) and to consummate all of the transactions
contemplated hereby, and the person(s) executing this Agreement on behalf
of Assignor have been duly authorized; and
(d) To the knowledge of Assignor, Assignor has not taken any action in
material violation of any applicable environmental laws with respect to the
Premises since February 11, 2003, which is the date of the environmental
report prepared by a third party consultant for the benefit of Assignee (as
the owner of the Premises) based on a reliance letter from such consultant.
Section 4.2. Assignee's Representations and Warranties. Assignee hereby
represents and warrants to Assignor that, as of the date hereof:
(a) Assignee is the sole holder of the landlord's interest under the
Lease;
(b) no mortgagee, underlying lessor or other person or party is
required to consent to this Agreement or to any of the transactions
contemplated hereby or to any of the releases contained herein other than
General Electric Capital Business Asset Funding Corporation (the "Existing
Lender"), the holder of the mortgage loan (the "Mortgage Loan") encumbering
Assignee's fee interest in and to the Premises; it being agreed that
Assignee shall indemnify Assignor and the other Assignor Parties from and
against any and all Claims arising out of or resulting from any breach of
the foregoing representation and warranty and shall reimburse Assignor for
any costs and expenses (including, without limitation, attorneys' fees and
disbursements) incurred in connection therewith; and
(c) Assignee otherwise has the full power and authority to execute and
deliver this Agreement (which shall be enforceable against Assignee in
accordance with the terms hereof) and to consummate all of the transactions
contemplated hereby, and the person(s) executing this Agreement on behalf
of Assignee have been duly authorized.
ARTICLE 5
BROKERAGE
Section 5.1. No Broker. Assignor and Assignee each represents and warrants
to the other that such party has not had any conversations or dealings with any
broker, finder or other similar party in connection with the transactions
contemplated hereby. Assignor and Assignee shall indemnify, defend and hold the
other harmless from and against any and all claims, liabilities, losses,
damages, costs or expenses (including, without limitation, attorneys' fees and
disbursements) arising out of a claim of a breach of the representation and
warranty made by such indemnifying party pursuant to the immediately preceding
sentence.
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ARTICLE 6
NOTICES
Section 6.1. Notices. All notices, demands, requests and other
communications required hereunder shall be in writing, shall be addressed to the
party for whom it is intended at its address hereinafter set forth, and shall be
deemed to have been given only: (i) upon delivery, if personally delivered (or
upon refusal of such delivery); or (ii) one business day after deposit with a
nationally recognized overnight delivery service marked for delivery on the next
business day:
If to Assignor: Electrograph Systems, Inc.
000 Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attn: Xx. Xxxx Xxxxxxx
with a copy to: Xxxxx Xxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Esq.
If to Assignee: 000 Xxxxxx Xxxxxx, LLC
0-0 Xxxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx Xxxxxxx
with a copy to: Spizz & Xxxxxx, LLP
000 Xxx Xxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Any party may designate a change of address by written notice to the others
given in accordance with the provisions of this Section 6.1. The attorney for
any party may send notices on that party's behalf.
ARTICLE 7
MISCELLANEOUS
Section 7.1. Prevailing Party. In the event that any party hereto shall
commence litigation against any other party hereto in connection herewith, the
losing party in such action shall reimburse the attorneys' fees and
disbursements of the prevailing party in such action.
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Section 7.2. No Third Party Beneficiary. This Agreement and each of the
provisions hereof are solely for the benefit of Assignor and Assignee. No
provisions of this Agreement shall be construed as creating in any person or
entity, other than Assignor and Assignee and their successors and assigns, any
rights of any nature whatsoever. Notwithstanding the foregoing, Guarantor shall
be entitled to rely upon and enforce the provisions of Section 1.5 hereof.
Section 7.3. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
Section 7.4. Entire Agreement. This Agreement sets forth the entire
agreement between Assignor and Assignee relating to the transactions
contemplated hereby and all other prior or contemporaneous agreements,
understandings, representations or statements, oral or written, relating
directly or indirectly to the transactions contemplated by this Agreement are
superseded hereby. If any provision in this Agreement is found by a court of
competent jurisdiction to be in violation of any applicable law, and if such
court should declare such provision of this Agreement to be unlawful, void,
illegal or unenforceable in any respect, the remainder of this Agreement shall
be construed as if such unlawful, void, illegal or unenforceable provision were
not contained herein, and the rights, obligations and interests of the parties
hereto under the remainder of this Agreement shall continue in full force and
effect undisturbed and unmodified in any way. This Agreement and the terms
hereof may not be changed, waived, modified, supplemented, canceled, discharged
or terminated orally, but only by an instrument or instruments in writing
executed and delivered by Assignor and Assignee. The captions in this Agreement
are inserted for convenience of reference only and in no way define, describe or
limit the scope or intent of this Agreement or any of the provisions hereof.
Section 7.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original but all of which
together will constitute one instrument. This Agreement shall not be effective
unless and until the same has been executed and delivered by all parties hereto
whether in one or more counterparts (including by facsimile transmission).
Section 7.6. Waiver of Trial by Jury. To the extent permitted by applicable
law, each party hereby waives, irrevocably and unconditionally, trial by jury in
any action brought on, under or by virtue of or relating in any way to this
Agreement.
Section 7.7. No Waiver. Neither the failure of any party to exercise any
power given such party hereunder or to insist upon strict compliance by any
other party with its obligations hereunder, nor any custom or practice of the
parties at variance with the terms hereof shall constitute a waiver of either
party's right to demand exact compliance with the terms hereof.
Section 7.8. Successors. All of the provisions of this Agreement shall
apply to and be binding upon, and inure to the benefit of Assignor and Assignee,
and their successors and assigns.
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Section 7.9. No Merger. It is the express intention of Assignee that its
interest as fee owner of the Premises not be merged with its interest as
assignee of the leasehold estate created by the Lease.
Section 7.10. Further Assurances. Assignor and Assignee, each upon request
of the other, at any time and from time to time hereafter and without further
consideration, shall execute, acknowledge and deliver to the other any
instruments or documents, or take such further action, as shall be reasonably
requested or as may be necessary to more effectively assure the full benefits
intended to be created by this Agreement.
Section 7.11. 50 Marcus.
(i) Assignee acknowledges that Assignor (or an affiliate of Assignor)
is the current tenant of 00 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx ("00
Marcus"), which is adjacent to the Premises. Assignee further acknowledges
that, pursuant to the Sublease, Subtenant consented that truck traffic for
deliveries and/or pick-ups to and from 50 Marcus shall be permitted access
to the parking area of the Premises for the sole purpose of either entering
or leaving 50 Marcus (the "Assignor Truck Access Right"). Assignee (as the
owner of the Premises) hereby consents to the Assignor Truck Access Right
and agrees that same shall remain in effect so long as Assignor (or an
affiliate of Assignor) is a tenant (or owner) of 50 Marcus. Provided that
the Assignor Truck Access Right is in effect, Assignor (on behalf of itself
and any affiliate of Assignor that is or might become a tenant (or owner)
of 50 Marcus), hereby consents that truck traffic for deliveries and/or
pick-ups to and from the Premises shall be permitted access to the parking
area of 50 Marcus for the sole purpose of either entering or leaving the
Premises (the "Assignee Truck Access Right"); it being agreed that such
consent shall only serve to estop Assignor (and any such affiliate) from
claiming anything to the contrary, but shall not be deemed to constitute a
representation, warranty or covenant that Assignor (or such affiliate), as
the tenant of 50 Marcus, has the right to grant such consent for purposes
of binding any other parties, such as the owner of 50 Marcus. For purposes
of this Section 7.11, the term "affiliate of Assignor" shall include,
without limitation, any entity resulting from a consolidation or merger by
or with Assignor or its parent company. Assignee shall give Assignor at
least ninety (90) days' prior written notice of any sale of the Premises.
(ii) Each party hereby (A) waives, releases and discharges the other
party with respect to any Claims incurred by the releasing party with
respect to personal injury or property damage that such releasing party
might have against the released party arising from or in connection with
(x) the Assignor Truck Access Right as to the release by Assignor and (y)
the Assignee Truck Access Right as to the release by Assignee, in each
case, subject to the negligence or willful misconduct of the released party
and (B) agrees to indemnify, defend and hold harmless the other party with
respect to, from and against all Claims involving personal injury or
property damage incurred by the indemnified party and arising from or in
connection with (x) the Assignor Truck Access Right as to the
indemnification by Assignor and (y) the Assignee Truck Access Right as to
the indemnification by Assignee.
(iii) The provisions of this Section 7.11 shall survive the Effective
Date.
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Section 7.12. Existing Lender. Notwithstanding anything to the contrary
contained herein, if on or prior to the Effective Date Assignee fails to obtain
(and deliver a copy thereof) a proper satisfaction of the Mortgage Loan signed
by the Existing Lender (the "Satisfaction"), then the following terms and
conditions shall apply, all of which shall survive the Effective Date:
(i) From and after the Effective Date, Assignee shall use commercially
reasonable efforts to obtain the Satisfaction as soon as possible,
whereupon Assignee shall promptly deliver a copy thereof to Assignor.
(ii) Assignee shall indemnify Assignor and the other Assignor Parties
from and against any and all Claims arising out of or resulting from
Assignee's failure to have obtained the Satisfaction, and shall reimburse
Assignor for any costs and expenses (including, without limitation,
attorneys' fees and disbursements) incurred in connection therewith.
(iii) The Assignment Payment (the "Escrow Funds") shall not be paid
pursuant to Section 1.4 above, but rather it shall be deposited in escrow
with the attorneys for Assignee ("Escrow Agent") and held and applied as
follows:
(A) Escrow Agent shall invest the Escrow Funds in an interest
bearing money market account in a Nassau County branch of Citibank,
N.A. Escrow Agent shall not be liable for any losses suffered in
connection with any such investment and shall have no obligation to
obtain the best rate, or otherwise seek to maximize the rate, of
interest earned on any such investment. Any customary fees or charges
in connection with such investment shall be paid out of the amounts
held in escrow before any other payments shall be required to be made
from such amounts; it being agreed that Escrow Agent shall not charge
any fee for acting as escrow agent hereunder. Any interest earned on
the Escrow Funds shall be paid to the same party entitled to the
Escrow Funds hereunder (as and when such party is entitled to the
Escrow Funds), and the party receiving such interest shall pay any
income taxes thereon.
(B) Upon the delivery of a copy of the Satisfaction to Assignor
(a copy of which shall simultaneously be delivered to Escrow Agent),
the escrow created by this Section 7.12 shall be released, whereupon
Escrow Agent shall hold and apply the Escrow Funds pursuant to the
Assignment Payment Escrow Agreement; provided, however, if a copy of
the Satisfaction is not delivered to Assignor on or before the date
that is six (6) months after the Effective Date, then the Escrow Funds
shall be promptly and irrevocably paid to Assignor. If the Escrow
Funds are paid to Assignor as aforesaid, then Xxxxxx Xxxxxxx shall, on
a joint and several basis with Assignee, indemnify Assignor and the
other Assignor Parties from and against any and all Claims arising out
of or resulting from Assignee's failure to have obtained the
Satisfaction, and shall reimburse Assignor for any costs and expenses
(including, without limitation, attorneys' fees and disbursements)
incurred in connection therewith, provided that this indemnity (and
that of Assignee) shall only apply to any Claims incurred by Assignor
or the Assignor Parties to the extent in excess of the amount of the
Escrow Funds paid to and received by Assignor. Escrow Agent shall give
written notice to the other party at least three (3) business prior to
Escrow Agent's payment of the Escrow Funds to either party hereto; it
being agreed that neither the payment of the Escrow Funds to Assignor
nor the aforesaid indemnification (nor any other
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matter) shall affect any of the other provisions of this Agreement,
including, without limitation the assignment and assumptions set forth
herein and the release of Assignor under Section 3.2.
(C) Escrow Agent shall have the right at any time to deposit the
Escrow Funds with the clerk of any federal or state court sitting in
the State of New York. Escrow Agent shall give written notice of such
deposit to Assignor and Assignee.
(D) The parties acknowledge that Escrow Agent (i) is acting
solely as a stakeholder at their request and for their convenience,
(ii) shall not be deemed to be the agent of either of the parties and
(iii) shall not be liable to either of the parties for any act or
omission on its part unless taken or suffered in bad faith, willful
disregard of this Agreement or involving gross negligence. Assignor
and Assignee shall jointly and severally indemnify and hold Escrow
Agent harmless from and against all costs, claims and expenses,
including reasonable attorneys' fees and expenses, incurred in
connection with the performance of Escrow Agent's duties hereunder,
except with respect to actions or omissions taken or suffered by
Escrow Agent in bad faith, willful disregard of this Agreement or
involving gross negligence on the part of Escrow Agent.
(E) Upon any delivery of the Escrow Funds as provided in this
Section 7.12, Escrow Agent shall be relieved of all liability,
responsibility or obligation with respect to or arising out of the
escrow or under this Agreement other than any which may have arisen
prior to such delivery. Escrow Agent shall not be bound by any
modification to this Section 7.12 unless Escrow Agent shall have
agreed to such modification in writing.
(F) Escrow Agent shall be entitled to rely or act upon any
notice, instrument or document believed by Escrow Agent to be genuine
and to be executed and delivered by the proper person, and shall have
no obligation to verify any statements contained in any notice,
instrument or document or the accuracy or due authorization of the
execution of any notice, instrument or document.
(G) Escrow Agent shall be entitled to retain attorneys of its
choice, including itself, in connection with this escrow, and Escrow
Agent may continue to represent Assignee in connection with this
Agreement or any dispute which may arise hereunder or otherwise.
[Remainder of Page Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement as of the date first above written.
ASSIGNOR:
ELECTROGRAPH SYSTEMS, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Name: Xxxx Xxxxxxx
Title: President
ASSIGNEE:
000 XXXXXX XXXXXX, LLC
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name:
Title:
For purposes of confirming its
obligations under Section 7.12 above:
/s/ Xxxxxx Xxxxxxx
----------------------------------
Xxxxxx Xxxxxxx
For purposes of confirming its receipt of
the Escrow Funds and agreeing to its
obligations under Section 7.12 above:
ESCROW AGENT:
SPIZZ & XXXXXX, LLP
/s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Partner
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