Exhibit 2.3. Assignment Agreement dated as of July 1, 2003
ASSIGNMENT AGREEMENT
This Assignment Agreement, dated as of July 1, 2003 (this "Assignment
Agreement"), by and among Integrated BioPharma, Inc. ("IBP"), Trade Investment
Services, L.L.C. ("TIS"), Vasili Patarkalishvili ("VP"), VAP LLC, The Xxxxx X.
Xxxxxxxxxxx Revocable Trust, Aqela LLC and Natela Patarkalishvili (collectively,
with VP , the "Non-TIS Shareholders").
ARTICLE I
WHEREAS, the parties hereto and certain other related persons are
executing a settlement agreement, dated as of the date hereof (the "Settlement
Agreement") (terms used but not defined herein shall have the meanings assigned
to such terms in the Settlement Agreement);
WHEREAS, IBP and VP currently each own half of the equity interests in
NatEx Georgia LLC ("NatEx");
WHEREAS, TIS currently owns 50% of the capital stock, and the NatEx
Parties other than NatEx (collectively, the "Non-TIS Shareholders") currently
own 47% in the aggregate of the capital stock, of Paxis Pharmaceuticals, Inc.
("Paxis");
WHEREAS, TIS has agreed to sell all of its shares of Paxis capital stock
to IBP (the "TIS/IBP Transaction");
WHEREAS, as a result of the disputes between TIS and the Non-TIS
Shareholders that led to the entering into of the Settlement Agreement, the
parties hereto deem it advisable that TIS and IBP, on the one hand, and the
Non-TIS Shareholders, on the other hand, not remain co-owners of NatEx and
Paxis;
WHEREAS, the parties hereto desire that, henceforth, the Non-TIS
Shareholders be the sole owners of equity interests in NatEx, and that IBP
(following consummation of the TIS/IBP Transaction) be the sole owner of the
capital stock of Paxis.
NOW THEREFORE, in consideration of the premises above and the agreements
herein contained, and for other good consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Assignment of Equity Interests.
(a) IBP hereby assigns effective the date hereof all of its right,
title and interest in and to 50% of the equity interests of NatEx to the Non-TIS
Shareholders, as follows: 24.91% to VAP LLC, 15.51% to Natela Patarkalishvili,
4.70% to The Xxxxx X. Xxxxxxxxxxx Revocable Trust, and 1.88% to Aqela LLC.
(b) Each of the Non-TIS Shareholders hereby assigns effective the
date hereof all of its right, title and interest in and to the following numbers
of shares of common stock of Paxis to IBP: 530 shares by VAP LLC, 330 shares by
Natela Patarkalishvili, 100 shares by The Xxxxx X. Xxxxxxxxxxx Revocable Trust,
and 40 shares by Aqela LLC. In connection with such assignment and concurrently
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herewith, each Non-TIS Shareholder shall deliver to IBP its stock certificate(s)
representing shares of common stock of Paxis, together with a stock power in
form acceptable to IBP.
Section 2. Representations and Warranties of the Non-TIS Shareholders.
Each of the Non-TIS Shareholders represents and warrants to TIS and IBP that:
(a) It has good and marketable title to the shares of common stock
of Paxis to be assigned pursuant to this Agreement, free and clear of all liens
and encumbrances.
(b) If the applicable Non-TIS Shareholder is an entity, the
execution, delivery and performance of this Agreement have been authorized by
all requisite action on the part of such Non-TIS Shareholder.
(c) If the applicable Non-TIS Shareholder is an entity, it is duly
organized, validly existing, and in good standing under the laws of its
jurisdiction of incorporation and has all requisite power and authority to enter
into this Agreement.
Section 3. Representations and Warranties of IBP. IBP represents and
warrants to the Non-TIS Shareholders that:
(a) It has good and marketable title to the equity interest in NatEx
to be assigned pursuant to this Agreement, free and clear of all liens and
encumbrances.
(b) The execution, delivery and performance of this Agreement has
been authorized by all requisite corporate action.
(c) It is a corporation incorporated, validly existing, and in good
standing under the laws of its jurisdiction of incorporation and has all
requisite power and authority to enter into this Agreement.
Section 4. Governing Law; Jurisdiction. This Agreement and the rights and
duties of the parties hereto shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of conflict
of laws. The parties hereto hereby irrevocably agree that any suit, action or
other legal proceeding arising out of this Agreement, shall be brought only in
either (i) the courts of record of the State of New York sitting in the Borough
of Manhattan or (ii) the courts of the United States of America located in the
Southern District of New York.
Section 5. Further Assurances. The parties hereto shall execute and
deliver such further documents and do such further acts as any party hereto
shall reasonably request in order to assure and confirm to the parties hereto
the rights hereby created or to facilitate the full performance of the terms of
this Agreement.
Section 6. Headings. The descriptive headings of the various sections or
parts of this Agreement are for convenience only and shall not affect the
meaning of construction of any of the provisions hereof.
Section 7. Illegality. The illegality or unenforceability of any
provisions of this Agreement or any exhibits hereto shall not in any way affect
or impair the legality or enforceability of the remaining provisions hereof or
thereof. In lieu of any illegal or unenforceable provision hereof or thereof,
the parties hereto agree to the substitution of a legal or enforceable provision
as similar in terms to such illegal or unenforceable provision as may be
possible.
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Section 8. Counterparts. This Agreement may be executed in as many
counterparts as may be deemed necessary or convenient, each of which, when so
executed, shall be deemed an original, but all of which shall constitute one and
the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first written above.
INTEGRATED BIOPHARMA, INC.
By: /s/ E. Xxxxxx Xxx
-----------------
Name: E. Xxxxxx Xxx
Title: President and Chief Executive Officer
TRADE INVESTMENT SERVICES, L.L.C.
By: /s/ Xxxxxx X. Xxx
-----------------
Name: Xxxxxx X. Xxx
Title: Manager
PAXIS PHARMACEUTICALS, INC.
By: /s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: President
/s/ Vasili Patarkalishvili
--------------------------
Vasili Patarkalishvili
NATEX GEORGIA LLC
By: /s/ Vasili Patarkalishvili
--------------------------
Name: Vasili Patarkalishvili
Title: Director
VAP LLC
By: /s/ Vasili Patarkalishvili
--------------------------
Name: Vasili Patarkalishvili
Title: Manager
THE XXXXX X. XXXXXXXXXXX REVOCABLE TRUST
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: Trustee
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AQELA LLC
By: /s/ Xxxxx X. Xxxxxxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxxxxxx
Title: President
/s/ Natela Patarkalishvili
--------------------------
Natela Patarkalishvili
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