Exhibit 6.21
FORM OF ASSIGNMENT OF STOCK
AGREEMENT made this ___ day of May, 2000, (Agreement) by and between Xxx
Xxxxxx, Sr., (Assignor) and Xxxxxxx Xxxx, Xxxxxx Xxx, Xxxxxx Xxx and Xxxxx
Xxxxx (collectively, Assignees).
RECITALS
WHEREAS, Austin Agency, Inc., of which Assignor is sole shareholder, shall
execute a promissory note of even date herewith to Brooke Credit Corporation
(BCC) in the principal amount of _______ (Note);
WHEREAS, BCC's extension of credit is contingent upon receipt of personal
guaranties of the Note from qualified individuals;
WHEREAS, Assignor desires Assignees to guarantee the Note in exchange for
Assignor's assignment of shares of Austin Agency, Inc. (Company) common stock
and Assignees desire to guaranty the Note in exchange for such shares;
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, the parties agree as follows:
Assignor shall irrevocably assign to each individual Assignee ___________
shares of the common stock of the Company which represent 6.25% of the issued
and outstanding common stock of the Company. Assignor shall deliver to each
individual Assignee stock certificates with assignment and stock powers
evidencing ownership of such shares, with full warranties of title, free and
clear of all encumbrances.
Each Assignee shall execute a personal guaranty jointly and severally
guarantying to BCC the full and prompt payment when due of the debts,
liabilities and obligations evidenced the Note.
Assignees represent and warrant they have the requisite power to execute,
deliver and perform all obligations hereunder. Assignor represents and
warrants: he has the power to execute, deliver and perform all obligations
hereunder; he has taken all actions required by law or otherwise to authorize
such execution, delivery and performance; as of the date hereof, the
authorized common stock of the Company consists of ______ shares, _______ of
which are issued and outstanding; there are no liens, claims or encumbrances
against the shares assigned; and, Assignor has full and unlimited authority to
dispose of such shares.
This Agreement embodies the entire agreement between the parties. No
agreements, representations or warranties between the parties exist. This
Agreement may be modified and amended only upon written agreement of the
parties. In the event that any provision of this Agreement is declared
invalid, it shall not nullify the remaining terms of this Agreement. This
Agreement shall be binding upon, and be enforceable by, the parties and their
respective successors and assigns. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which when
taken together shall constitute one and the same agreement.
EXECUTED as of the date and year first above written,
Xxx Xxxxxx, Sr. Xxxxxx Xxx Xxxxxxx Xxxx
---------------------- ------------------- -------------------------
Xxxxxx Xxx Xxxxx Xxxxx Spouse - Xxxxx Xxxxxx
---------------------- ------------------- -------------------------
IRREVOCABLE STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell,
assign, and transfer to:
--------------------------------------------
---------------------------------------------
---------------------------------------------
___________ shares of common stock (the "Stock") of Austin Agency, Inc., a
Texas corporation (the "Company") standing in the name of the undersigned on
the books of the Company.
The undersigned does hereby irrevocably constitute and appoint
_________ as attorney to transfer the Stock on the books of the Company, with
full power of substitution in the premises.
Dated, May 15, 2000
---------------------------------------
Xxx Xxxxxx, Sr.
