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RECITALS
A. Whitehead owns or controls one hundred per-
cent (100%) of all the issued and outstanding stock of
the corporation.
B. Whitehead acquired his stock in the corpora-
tion at various times and by various agreements, in-
cluding that [1991 Whitehead/Stanford] Stock Purchase
Agreement, with attached promissory note (hereinafter
referred to as the “Agreement”) entered into with
Kenneth R. Stanford (hereinafter referred to as “Stan-
ford”) on September 13, 1991. * * *
C. The terms of the Agreement are incorporated
herein by reference as though fully set forth.
D. Whitehead wishes to assign his rights and
responsibilities, as well as the benefits and burdens
of the Agreement to the corporation.
E. The corporation wishes to acquire the rights
and responsibilities, as well as the burdens and bene-
fits of the Agreement from Whitehead by means of this
Assignment.
F. Stanford is willing to consent to this As-
signment.
NOW, THEREFORE, in consideration of the mutual
representations, covenants and agreements contained
herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowl-
edged, the corporation and Whitehead hereby agree as
follows:
I.
Assignment and Assumptions
1.1 Assignment of Rights. Whitehead hereby
sells, assigns, and conveys to the corporation, and the
corporation hereby purchases and assumes from Whitehead
all of Whitehead’s right, title and interest in the
Agreement under the terms of the Agreement.
1.2 Assumption of Liabilities. Also in consider-
ation for the transfer of the Agreement, the corpora-
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