Exhibit 10.2
TRANSFER AND ASSIGNMENT
THIS TRANSFER AND ASSIGNMENT is executed as of June 29, 2001, by and
among Environmental Energy Services, Inc., a Delaware corporation (the
"Assignor"), Xxxxxxx Xxxxxxx (the "Assignee"), and WasteMasters Holding,
Inc. ("WHI").
WHEREAS, the Assignor has agreed to transfer all of its interest in
and claims against WHI (the "Corporation") on the terms set forth herein.
NOW THEREFORE, for the consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each party hereto,
Assignor and Assignee hereby agree as follows:
1. Transfer and Assignment. Assignor hereby sells, transfers,
assigns, delivers and conveys to the Assignee all right, title and
interest of Assignor in and to the common stock of the Corporation for
the sum of $10.
2. Consulting Services of Assignee. The Assignee recognizes that
the Assignor will have an obligation to prepare audited financial
statements for the Corporation through the date of this Assignment in
order to comply with securities reporting requirements, and may have
other reasons to obtain access to documents or information relating to
the Corporation. Therefore, Assignee hereby agrees that he will take
reasonable steps to insure that the books and records of the Corporation
are preserved, and will provide the Assignor and its auditors with
reasonable access to the books, records and personnel of the Corporation
on reasonable notice.
3. Indemnification of Assignee. The Assignee expressly does not
assume any liabilities of the Assignor or the Corporation, and the
Assignor hereby agrees to indemnify and hold the Assignee harmless
against any claim or liability asserted against the Assignee by virtue of
the Assignee's execution of this Agreement, the performance of his
obligations hereunder or his purchase and ownership of the Corporation
(other than his obligations under this Agreement).
4. Release of Assignor. In consideration for the transactions
effectuated herein, the Corporation hereby releases and discharges the
Assignor from any claim or liability which it may have against the
Assignor and its subsidiaries, and the Corporation hereby agrees to
indemnify and hold the Assignor harmless against any such claim or
liability, including attorney's fees incurred in defense of such claim or
liability, which the Corporation may have against the Assignor and its
subsidiaries. The Assignee agrees that he shall not take any act in any
capacity, including as a shareholder, director, officer, employee or
agent of the Corporation, to cause the Corporation to assert any claim or
cause of action against the Assignor or assist any party in asserting any
claim or cause of action of the Corporation against the Assignor.
5. Assignment by Assignee. The parties acknowledge that the
Assignee may assign and convey the stock, claims and other rights
acquired herein to a corporate entity designated by the Assignee with
notice to the Assignor. The Assignee agrees that any such assignment
shall not diminish, impair or effect in any way the Assignee's
undertakings and obligations in this Assignment.
6. Survival of Assignment. The provisions of this Assignment
shall survive the consummation of the transactions provided for herein.
7. Governing Law. This instrument shall be construed and
enforced in accordance with and governed by the laws of the State of
Georgia.
8. Binding Effect. This instrument shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors,
personal representatives, successors and assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed and sealed
this Assignment as of the day and year first above written.
ASSIGNOR:
Environmental Energy Services, Inc., a Delaware corporation
/s/ A. Xxxx Xxxxxx
By: A. Xxxx Xxxxxx, Chief Executive Officer
ASSIGNEE:
/s/ Xxxxxxx Xxxxxxx
By: Xxxxxxx Xxxxxxx
WHI:
WasteMasters Holdings, Inc., a Delaware corporation
/s/ A. Xxxx Xxxxxx
By: A. Xxxx Xxxxxx, President
