Assumption and Release Agreement
This agreement is made effective April 26, 2001, among Quality Products,
Inc., a Delaware corporation ("QPI"), Xxxxxxxx Xxxx Corporation, an Ohio
corporation and wholly-owned subsidiary of QPI ("CJC"), Xxxxxx X. Xxxxxxx ("Xx.
X. Xxxxxxx"), and P. Xxx Xxxxxxx ("Xx. Xxxxxxx").
Background Information
A. Xx. X. Xxxxxxx and Xx. Xxxxxxx have entered into a Stock Purchase
Agreement dated the same date as this agreement (the "Packard Share Purchase
Agreement") pursuant to which Xx. X. Xxxxxxx has purchased from Xx. Xxxxxxx all
of the Packard Shares (as defined in the Packard Share Purchase Agreement) for a
purchase price equal to $104,000, of which $44,000 was paid on the date hereof
and the remaining $60,000 is to be paid in five installments of $12,000 each on
December 31, 2002, 2003, 2004, 2005, and 2006, respectively (the "Packard
Deferred Payments").
B. Xx. X. Xxxxxxx and QPI have entered into a Stock Purchase Agreement
dated the same date as this agreement (the "Xxxxxxx Share Purchase Agreement")
pursuant to which QPI has purchased from Xx. X. Xxxxxxx all of the X. Xxxxxxx
Shares (as defined in the Xxxxxxx Share Purchase Agreement), including the
Packard Shares, for a purchase price which includes five installments of
$162,000 each on December 31, 2002, 2003, 2004, 2005, and 2006, respectively
(the "Xxxxxxx Deferred Payments").
Statement of Agreement
QPI, CJC, Xx. X. Xxxxxxx, and Xx. Xxxxxxx acknowledge the foregoing
Background Information and hereby agree as follows:
ss.1. Assumption by QPI and CJC. QPI and CJC, jointly and severally,
hereby assume all of Xx. X. Xxxxxxx'x obligations arising after the date hereof
under the Packard Share Purchase Agreement, including without limitation the
obligations to make the Packard Deferred Payments as and when provided in the
Packard Share Purchase Agreement (collectively, the "Obligations"). Furthermore,
QPI and CJC shall, jointly and severally, indemnify and hold Xx. X. Xxxxxxx
harmless from and against any and all Damages (as defined in the Xxxxxxx Share
Purchase Agreement) asserted against, resulting to, imposed upon, or incurred or
suffered by Xx. X. Xxxxxxx, directly or indirectly, as a result of or arising
from the failure by QPI or CJC to fulfill the Obligations.
ss.2. Release of Xx. X. Xxxxxxx. Xx. Xxxxxxx hereby releases Xx. X.
Xxxxxxx fully and completely from the Obligations.
ss.3. Reduction of Xxxxxxx Deferred Payments. Xx. X. Xxxxxxx hereby
agrees that each Xxxxxxx Deferred Payment shall be reduced by $12,000 (from
$162,000 to $150,000).
ss.4. Governing Law. All questions concerning the validity or meaning of
this agreement or relating to the rights and obligations of the Parties with
respect to performance under this agreement shall be construed and resolved
under the laws of the State of Ohio.
ss.5. Captions. The captions of the various sections of this agreement
are not part of the context of this agreement, are only labels to assist in
locating those sections, and shall be ignored in construing this agreement.
ss.6. Successors. This agreement shall be binding upon, inure to the
benefit of, and be enforceable by and against the respective successors and
assigns of each Party.
QUALITY PRODUCTS, INC.
By _________________________________ ____________________________________
Xxxxx Xxxxxx, President XXXXXX X. XXXXXXX
XXXXXXXX XXXX CORPORATION
By _________________________________ ____________________________________
Xxxxx Xxxxxx, President P. XXX XXXXXXX
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