STOCK ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT is dated this 29th day of September, 1998, by
and among WT INVESTMENTS, INC., ("Assignor"), and XXXXXXX-VI LTD. ("Assignee"),
WHEREAS, Assignor purchased warrants to purchase 400,000 shares of JW
Genesis Financial Corp. (the "Shares") pursuant to an Amended and Restated
Common Stock Purchase warrant issued January 19, 1996, and;
WHEREAS, Assignor wishes to contribute the Shares to its affiliate Xxxxxxx
- VI Ltd. and;
WHEREAS, Xxxxxxx-VI Ltd., is qualified to own the shares and accept the
assignment described herein;
NOW, THEREFORE, in consideration of the foregoing, the covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency which are hereby acknowledged, and intending to create
an instrument under seal, the parties hereto agree as follows:
1. Assignor hereby irrevocably and unconditionally assigns and conveys to
Assignee all of Assignor's right, title and interest in the Shares to Assignee.
2. Assignor warrants that Assignor has not made any prior assignment of
any of Assignor's right, title or interest in or to the Shares. Assignor
warrants that Assignor has absolute and unencumbered legal and equitable right
to said Shares. Assignor further warrants that it has full power and authority
to execute and deliver this Assignment, free and clear from the rights of any
and all third parties.
3. This Assignment shall be governed and construed in accordance with the
laws of the State of Delaware, without regard to its conflict of law rules.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed, and their seals affixed, on the day and year first
written above.
XXXXXXX- VI, LTD
By: /s/ Xxxxxxx X'Xxxxxxx (SEAL)
--------------------------
WT INVESTMENTS, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx. (SEAL)
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Vice President
-2-
STATE OF DELAWARE )
) SS.
COUNTY OF NEW CASTLE )
On the 29th day of September, 1998, before me the undersigned, a notary public
for the State of Delaware, residing in the County of New Castle, personally
appeared Xxxxxxx X. Xxxxx, Xx., who acknowledged himself/herself to be the Vice
President of WT Investments, Inc., and that he/she as such officer, being
authorized to do so, executed the foregoing instrument for the purposes herein
contained by signing the name of the corporation by himself/herself as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxx X. Xxxxx
-------------------------
Notary Public
XXXX X. XXXXX
NOTARY PUBLIC - DELAWARE
My Commission expires March 4, 1999
STATE OF DELAWARE )
)
COUNTY OF NEW CASTLE )
On the 30th day of September, 1998, before me the undersigned, a notary public
for the State of Delaware, residing in the County of New Castle, personally
appeared Xxxxxxx X'Xxxxxxx, who acknowledged himself/herself to be the Vice
President of Xxxxxxx VI, Ltd. and that he/she as such officer, being authorized
to do so, executed the foregoing instrument for the purposes herein contained by
signing the name of the corporation by himself/herself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Xxxxxx X. Toy
---------------------------
Notary Public
XXXXXX X. TOY
NOTARY PUBLIC
My Commission expires July 10, 1999
