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APPENDIX B
ASSIGNMENT AGREEMENT
BIRTING FISHERIES, INC., a Washington corporation (“BFI”) and
OTTAR INC., formerly known as BIRTING, INC., a Washington
corporation (“BI”) enter into this Assignment Agreement this 16
day of February, 1996.
WHEREAS, BFI has commenced a lawsuit against Richard Chown,
an underwriter at Lloyd’s London, et al., in United States
District Court, Western District of Washington, under Cause No.
C95-1350D (“Claim”); and
WHEREAS, BFI is contemplating a sale of all of its issued
and outstanding stock to Norway Seafoods A/S, a Norwegian
corporation pursuant to the terms and conditions set forth in
that certain Stock Purchase Agreement dated January 25, 1996
(“Purchase Agreement”).
NOW, THEREFORE, for and in consideration for assignee’s
assumption of liabilities and future expenses set forth below and
other good and valuable consideration, the parties agree as
follows:
1. ASSIGNMENT. BFI hereby assigns to BI all of BFI’s right,
title and interest in this Claim however awarded, whether in
settlement, trial or appeal.
2. BI OBLIGATIONS. BI shall take such steps as may be
necessary to remove BFI as a party to the Claim, including,
without limitation, amending the complaint. After the
closing date, as that term is defined in the Purchase
Agreement, BI agrees that BFI shall have no obligation to
pursue the Claim or to execute or file any motions,
pleadings, affidavits or any other documents in connection
with the Claim. In the event BI elects to pursue the Claim,
BI shall be responsible for the payment of all fees, costs,
and expenses (collectively “Expenses”) incurred by BI in
connection with pursuit of the Claim from and after the
closing of the sale of Birting Fisheries, Inc.’s stock by
BOCHICA Partners, which Expenses would otherwise be payable
by BFI.
3. DISCRETION OF BI. BI shall be entitled to pursue the Claim
as it sees fit, as determined in its sole discretion,
including dropping the Claim. BFI forever waives any right
to participate or be involved in any fashion in the pursuit
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