EXHIBIT 2
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ASSIGNMENT
The Price Group, LLC, a California limited liability company ("Assignor"),
hereby assigns all of its rights under that certain "Purchase Agreement" dated
as of September 9th, 2003 by and among the Price Group, LLC ("Price"), and
Warburg, Xxxxxx Equity Partners, L.P. ("WPEP"), Warburg, Xxxxxx Netherlands
Equity Partners I, C.V., Warburg, Xxxxxx Netherlands Equity Partners II, C.V.,
Warburg, Xxxxxx Netherlands Equity Partners III, C.V. (together with WPEP,
Xxxxxxx, Xxxxxx Netherlands Equity Partners I, C.V., Warburg, Xxxxxx Netherlands
Equity Partners II, C.V., (the "Sellers"), to The 520 Group, LLC, a California
limited liability company (the "Assignee").
The Assignee accepts the assignment, agrees to be bound by the terms of the
Purchase Agreement and perform the obligations of the Assignor under the
Purchase Agreement which have not yet been performed. Furthermore, the Assignee
makes the same representations and warranties to the Sellers under the Purchase
Agreement which the Assignor makes under paragraph 3 of the Purchase Agreement.
Executed as of this 18th day of December, 2003 in San Diego, California.
THE PRICE GROUP LLC THE 520 GROUP LLC
By /s/ Xxxx XxXxxxx By /s/ Xxxx Xxxxxx
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Xxxx XxXxxxx - A Manager Xxxx Xxxxxx - A Manager
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxx XxXxxxx
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Xxxxx X. Xxxxxx - A Manager Xxxxx XxXxxxx - A Manager